Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arise out of or are based upon any Proceeding, commenced or threatened (whether or not the Manager is a target of or party to such Proceeding) or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless indemnify, to the Managerfullest extent permitted by law, the directors, officers, employees and agents each Holder of the Manager Registerable Securities and each person Person who controls the Manager (within the meaning of either the Act or the Exchange Act Securities Act) such Holder against any and all lossesloses, claims, damages or liabilitiesdamages, joint or several, to which they or liabilities and expenses in connection with defending against any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages and liabilities or liabilities (in connection with any investigation or actions inquiry, in respect thereof) arise out of each case caused by or are based upon on any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the any registration of the Shares as originally filed statement, prospectus or in any amendment thereof, preliminary prospectus or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, thereto or arise out of or are based upon the 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 result from or relate to any breach arise out of any of the representations, warranties, covenants or agreements made violation by the Company in this Agreement, of any rules or regulation promulgated under the Securities Act applicable to the Company and agrees relating to reimburse each such indemnified party for any legal action or other expenses reasonably incurred by them inaction required of the Company in connection with investigating or defending any such lossregistration, claim, damage, liability or action; provided, however, that except insofar as the Company will not be liable same are (i) contained in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished in writing to the Company by such Holder expressly for use therein; (ii) caused by such Holder's failure to deliver a copy of the Manager specifically for inclusion therein. This indemnity agreement will be in addition registration statement or prospectus or any amendments or supplements thereto; or (iii) caused by such Holder's failure to any liability that discontinue disposition of shares after receiving notice from the Company may otherwise havepursuant to Section 3.3 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 least to the same extent as provided above with respect to the indemnification of the Holders of Registerable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless To the Managerextent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, officerspartners and members, employees and agents of the Manager and each person who controls the Manager Person controlling such Holder within the meaning of either Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act or (collectively, the Exchange Act “Company Indemnified Parties”), against any and all lossesexpenses, claims, losses, damages or and liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement for the any registration of the Shares as originally filed statement, prospectus, preliminary prospectus, offering circular or in other document, or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement theretothereto incident to any such registration, qualification or arise out of compliance or are based upon the on 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 or result from or relate to any breach of any therein, in light of the representationscircumstances in which they were made, warrantiesnot misleading, covenants or agreements made any violation by the Company of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities laws applicable to the Company in this Agreementconnection with any such registration, and agrees to the Company will reimburse each such indemnified party of the Company Indemnified Parties for any reasonable legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case action (a) to the extent that any such loss, claim, damage or liability it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any Holder or (b) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission made therein was corrected in reliance upon a final or amended prospectus, and in conformity with written information furnished such Holder failed to deliver a copy of the final or amended prospectus at or prior to the Company confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveSecurities Act.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees shall, to the maximum extent permitted by law, indemnify and hold harmless the Managereach Holder participating in any Offering pursuant to this Agreement, the directors, officers, employees and agents of the Manager any underwriter for such Holder and each person person, if any, who controls (as defined in the Manager within the meaning of either the Act Act) such Holder or the Exchange Act such underwriter against any and all losses, claims, damages or damages, liabilities, joint or severaljudgments, settlements, awards and expenses (including attorneys' fees) (each a "Loss" and collectively "Losses") to which they such Holder or any of them underwriter or controlling person may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesLosses are caused by, claimsbased upon, damages or liabilities (or actions in respect thereof) arise out of of, or are based upon relate to, any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement registration statement for the registration of the Shares as originally filed or in such Offering, any amendment thereofprospectus contained therein, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionmisleading; provided, however, that the Company will shall not be liable in any such case to the extent that any such lossLoss is caused by, claimis based upon, damage or liability arises out of of, or is based upon any such relates to, an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished by such Holder or underwriter specifically for use in preparation of such registration statement, prospectus, amendment or supplement or 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 each such Holder, underwriter or controlling person for any legal or other expenses incurred by such Holder, underwriter or controlling person in connection with investigating or defending against any such Loss as incurred if such Holder, underwriter or controlling person has provided to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition an undertaking to any liability repay such reimbursed expenses if it is determined that the Company may otherwise havesuch Holder, underwriter or controlling person was not entitled to indemnification hereunder.

Indemnification by Company. The Company agrees to will indemnify and hold harmless harmless, to the Managerfull extent permitted by law, the each Holder, its officers and directors, officers, employees and agents of the Manager their Agents and each person Person who controls the Manager each such Holder (within the meaning of either the Securities Act) against all losses, claims, damages, liabilities and expenses to which any such Person may be subject, under the Securities Act or the Exchange Act otherwise, and reimburse all such Persons for any legal or other expenses incurred with investigating or defending against any and all such losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement for the registration of the Shares as originally filed Statement, Prospectus or in preliminary prospectus or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of misleading, except insofar as the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises same arise out of or is are based upon any such an untrue statement of a material fact or alleged untrue omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged omission is made therein in reliance upon and in conformity with written information furnished in writing to the Company by the Manager specifically such Holder, expressly for inclusion use therein. This indemnity agreement The Company will be also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in addition the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to any liability that the Company may otherwise havesame extent as provided above with respect to the indemnification of each Holder of Registrable Securities.

Indemnification by Company. The To the extent permitted by law, the Company agrees to will indemnify and hold harmless the Managereach Offering Holder, the directors, its officers, employees and agents of the Manager directors and each underwriter of such securities, and any person who controls the Manager such Offering Holder or underwriter within the meaning of either Section 15 of the Act or the Exchange Act Securities Act, against any and all claims, actions, losses, claimsdamages, damages or liabilitiesliabilities and expenses, joint or several, to which they or any of them such persons may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Registration Statement for the registration of the Shares as originally filed Securities Act, any preliminary prospectus or in final prospectus contained therein, or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any therein, in the light of the representationscircumstances under which they were made, warranties, covenants or agreements made by the Company in this Agreementnot misleading, and agrees to will promptly reimburse such Offering Holder, its officers, directors and each underwriter of such securities, and each such indemnified party controlling person or entity for any legal or and any other expenses reasonably incurred by them such Offering Holder, such underwriter, or such controlling person or entity in connection with investigating or defending any such loss, action, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such untrue statement or alleged an untrue statement or omission made in such registration statement, preliminary prospectus or alleged omission made therein prospectus, or such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Manager such Offering Holder or such underwriter specifically for inclusion therein. This indemnity agreement will be use in addition to any liability the preparation thereof, and provided further, however, that the Company may otherwise havewill not be liable in any such case to the extent that any such loss, claim, damage or liability or action arises out of or is based upon an untrue statement or omission made in any preliminary prospectus or final prospectus if (i) such Offering Holder failed to send or deliver a copy of the final prospectus or prospectus supplement with or prior to the delivery of written confirmation of the sale of the Offering Securities and (ii) the final prospectus or prospectus supplement would have corrected such untrue statement or omission.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or arise out of or are based upon any Proceeding, commenced or threatened (whether or not the Manager is a target of or party to such Proceeding) or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base ProspectusProspectuses, any Prospectus Supplement, the ProspectusProspectuses, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify -------------------------- and hold harmless harmless, to the Managerfull extent permitted by law, the directorseach Stockholder, its officers, directors and employees and agents of the Manager and each person Person who controls the Manager such Stockholder (within the meaning of either the Act or the Exchange Act Securities Act) against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon and expenses caused by any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of the Shares as originally filed Statement, Prospectus or in preliminary Prospectus or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, except insofar as the same are caused by or result from or relate contained in any information furnished in writing to any breach of any of the representations, warranties, covenants or agreements made by the Company by such Stockholder expressly for use therein; provided, however, that the Company shall not be liable in this Agreement, and agrees any -------- ------- such case to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending the extent that any such loss, claim, damage, liability or actionexpense 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, howeverfurther, that the -------- ------- Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability expense arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in conformity with written information furnished an amendment or supplement to the Company by Prospectus and the Manager specifically for inclusion therein. This indemnity agreement will be in addition Stockholder thereafter fails to any deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability that or expense after the Company may otherwise havehad furnished such Stockholder with a sufficient number of copies 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 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 the ManagerManagers, the directors, officers, employees and agents of the Manager Managers and each person who controls the Manager Managers within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager Managers specifically for inclusion therein. The indemnification obligations of the Company under this Agreement will cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses, claims, damages or liabilities (or actions in respect thereof) were solely caused by the gross negligence, willful misconduct or fraud of the Managers. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares ADSs as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless the Managereach holder of Registrable Securities, the its officers, directors, officerstrustees, employees partners, employees, advisors and agents of the Manager agents, and each person Person who controls the Manager holder (within the meaning of either the Securities Act or and the Exchange Act Act) against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise and expenses arising out of or are based upon (i) any untrue statement or alleged allegedly untrue statement of a material fact contained in the Registration Statement for the or incorporated by reference into any registration of the Shares as originally filed statement or in any amendment thereof, or in thereof under which such Registrable Securities were registered under the Base ProspectusSecurities Act, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, prospectus or in preliminary prospectus contained therein or any amendment thereof or supplement thereto, or arise out of or are based upon the 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 result from or relate to any breach of any of the representationsmisleading, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case except to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged the untrue statement or omission or alleged omission made therein resulted from information that the holder furnished in reliance upon and in conformity with written information furnished writing to the Company expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that managing underwriter, the Company may otherwise havewill indemnify the underwriters, their officers and directors and each Person who controls the underwriters (within the meaning of the Securities Act and the Exchange Act), to the extent customary in such agreements.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Managereach Indemnified Holder from and against all Claims arising out of or based upon any Misstatement or alleged Misstatement, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, except insofar as such losses, claims, damages Misstatement or liabilities (or actions in respect thereof) arise out of or are alleged Misstatement was based upon any untrue statement information furnished in writing to the Company by such Indemnified Holder expressly for use in the document containing such Misstatement or alleged untrue statement of a material fact contained Misstatement. This indemnity shall not be exclusive and shall be in addition to any liability which the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus SupplementCompany may otherwise have. The foregoing notwithstanding, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability Claim arises out of or is based upon a Misstatement or alleged Misstatement made in any preliminary prospectus if (1) such Indemnified 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 giving rise to such Claim and (2) the Prospectus would have corrected such untrue statement or alleged untrue statement omission. In addition, the Company shall not be liable to the extent that any such Claim arises out of or omission is based upon a Misstatement or alleged omission made therein Misstatement in reliance upon a Prospectus, (x) if such Misstatement or alleged Misstatement is corrected in an amendment or supplement to such Prospectus and in conformity (y) having previously been furnished by or on behalf of the Company with written information furnished 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 Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that meaning of Section 15 of the Company may otherwise haveSecurities Act or Section 20 of the Exchange Act).

Indemnification by Company. The Company agrees to will indemnify and hold harmless the Manager, the directors, officers, employees Underwriter for and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them the Underwriter may become subject subject, under the Act, the Exchange 1933 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or claims in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement for Statement, the registration of the Shares as originally filed Prospectus or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to will reimburse each such indemnified party the Underwriter for any legal or other expenses reasonably incurred by them the Underwriter in connection with investigating or defending any such lossaction or claim as such expenses are incurred (including such losses, damages, liabilities or expenses to the extent of the aggregate amount paid in settlement of any such action or claim, damage, liability or actionprovided that (subject to Section 6(c) hereof) any such settlement is effected with the written consent of the Company); provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in any Preliminary Prospectus, the Registration Statement, the Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveUnderwriter Information.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have. The indemnification obligations of the Company under this Agreement will cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses, claims, damages or liabilities (or actions in respect thereof) were solely caused by the gross negligence or willful misconduct of the Manager.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person Person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, the Incorporated Documents or in any amendment thereof or supplement thereto, or arise out of of, or are based upon 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 misleading, or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement provision will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or arise out of or are based upon any Proceeding, commenced or threatened (whether or not the Manager is a target of or party to such Proceeding), or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager each Managing Agent and each person who controls the Manager within the meaning of either the Act or the Exchange Act participating dealer against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, to which they such Managing Agent or any of them participating dealer may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, or liabilities liability (or actions in action with respect thereofthereto) arise arises out of or are is based upon (a) any violation of any registration requirements; (b) any improper use of sales literature by the Company; (c) 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 the Registration Statement for Statement, any Preliminary Prospectus, Effective Registration or the registration of the Shares as originally filed Final Prospectus or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of (ii) in any application or are 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 therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of misleading; and shall reimburse the representations, warranties, covenants or agreements made by the Company in this Agreement, Managing Agents and agrees to reimburse each such indemnified party participating dealer for any legal or other reasonable expenses reasonably incurred by them the Managing Agents and participating dealer in connection with investigating or defending against or 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; provided, however, except that the Company will shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein 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 Manager Managing Agents or participating dealer specifically for inclusion therein. This indemnity agreement will be use in addition to the preparation of the Registration Statement, any liability that Preliminary Prospectus, the Company may otherwise haveEffective Prospectus and the Final Prospectus or any amendment or supplement thereto, or any Blue Sky Application.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Ordinary Shares and the ADSs as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any the legal expenses of one counsel (plus local counsel) or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person Person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager each Underwriter and each person who controls the Manager within the meaning of either the Act or the Exchange Act participating dealer against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, to which they such Underwriter or any of them participating dealer may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, or liabilities liability (or actions in action with respect thereofthereto) arise arises out of or are is based upon (a) any violation of any registration requirements; (b) any improper use of sales literature by the Company; (c) 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 the Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereof, or in the Base Preliminary Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Effective Prospectus, or in the Final Prospectus or any amendment thereof or supplement thereto, or arise out of (ii) in any application or are 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 therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, misleading; and agrees to shall reimburse each such indemnified party Underwriter and each participating dealer for any legal or other reasonable expenses reasonably incurred by them such Underwriter and participating dealer in connection with investigating or defending against or 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; provided, however, except that the Company will shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company through the Underwriter or participating dealer by the Manager or on behalf of any Underwriter or participating dealer specifically for inclusion therein. This indemnity agreement will be use in addition to the preparation of the Registration Statement, any liability that Preliminary Prospectus, the Company may otherwise haveEffective Prospectus and the Final Prospectus or any amendment or supplement thereto, or any Blue Sky Application.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Managereach Indemnified Holder from and against all Claims arising out of or based upon any Misstatement or alleged Misstatement, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, except insofar as such losses, claims, damages Misstatement or liabilities (or actions in respect thereof) arise out of or are alleged Misstatement was based upon any untrue statement or reliance upon information furnished in writing to the Company by such Indemnified Holder expressly for use in the document containing such Misstatement or alleged untrue statement of a material fact contained Misstatement. This indemnity shall not be exclusive and shall be in addition to any liability which the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus SupplementCompany may otherwise have. The foregoing notwithstanding, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability Claim arises out of or is based upon a Misstatement or alleged Misstatement made in any preliminary prospectus if (i) such Indemnified 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 giving rise to such Claim and (ii) the Prospectus would have corrected such untrue statement or alleged untrue statement omission. In addition, the Company shall not be liable to the extent that any such Claim arises out of or omission is based upon a Misstatement or alleged omission made therein Misstatement in reliance upon a Prospectus, (x) if such Misstatement or alleged Misstatement is corrected in an amendment or supplement to such Prospectus and in conformity (y) having previously been furnished by or on behalf of the Company with written information furnished 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 Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveperson who purchased a Registrable Security from such Indemnified Holder and who is asserting such Claim.

Indemnification by Company. The Company and the Trust, jointly and severally, agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company and the Trust in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company and the Trust will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company or the Trust by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company or the Trust may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the ManagerManagers, the Members and the members of the Management Committee, as well as each Person who holds a direct or indirect ownership interest in a Manager or a Member and the respective officers, directors, officerstrustees, managers, agents and employees of any Manager or Member or any Person who holds a direct or indirect ownership interest in a Manager or a Member and agents the respective successors (other than by assignment) of any other Indemnitee (each, an “Indemnitee”) shall be indemnified and defended by the Manager and each person who controls Company, to the Manager within the meaning of either the Act or the Exchange Act fullest extent permitted by law, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise claims and demands by third-parties arising out of or are based upon any untrue statement related to the Company or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed its business or in any amendment thereofaffairs, or in the Base Prospectusany act, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission failure to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of act by any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating the business or defending any such lossaffairs of the Company and related actions, claimlawsuits and other proceedings, damagejudgments, liability or actionawards, settlements, obligations, liabilities, debts, damages and costs and expenses (including fees and disbursements of attorneys and other professionals and court costs); provided, however, that (i) such matter was not the result of fraud, willful misconduct, material breach of this Agreement or gross negligence on the part of such Indemnitee or another Indemnitee affiliated with it and, in the case of any act, omission or failure to act by an Indemnitee, the course of conduct was within the authority allowed to it by this Agreement and (ii) such Indemnitee or another Indemnitee affiliated with it is not separately obligated to the Company, without right of reimbursement, for such amount under another provision of this Agreement or another written agreement. Any such indemnification will only be recoverable from the assets of the Company will and the Members shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to have any liability on account thereof; provided, however, that the Company may otherwise havethis provision does not preclude any Member or Manager from requesting Capital Contributions to fund such indemnification in accordance with Article 8.

Indemnification by Company. The Company agrees to shall indemnify the Purchaser and its directors, officers, shareholders, members, partners, employees and agents (each, a “Purchaser Party”) and hold harmless the Manager, the directors, officers, employees Purchaser Parties from and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all lossesLosses which may be imposed upon, claimsasserted against, damages paid or liabilities, joint incurred by the Purchaser Parties (except and only to the extent that the same arises solely from gross negligence or several, to which they or any of them may become subject under willful misconduct on the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement part of a material fact contained Purchaser Party) at any time or from time to time in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to connection with (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or any Transaction Document or (b) any action instituted against the Purchaser, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Purchaser, with respect to any of the transactions contemplated by this Agreement (unless such action is based upon a breach of the Purchaser’s representations, warranties or covenants under this Agreement or any agreements or understandings the Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and agrees the Company shall have the right to reimburse each such indemnified party for any legal or other expenses assume the defense thereof with counsel of its own choosing reasonably incurred by them acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in connection with investigating or defending any such lossaction and participate in the defense thereof, claimbut the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, damage(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, liability or action; providedin the reasonable opinion of such separate counsel, howevera material conflict on any material issue between the position of the Company and the position of such Purchaser Party, that in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable in to any such case Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed or (ii) to the extent extent, but only to the extent, that any such a loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition attributable to any liability that Purchaser Party’s breach of any of the Company may otherwise haverepresentations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or any Transaction Document.

Indemnification by Company. The Company agrees shall indemnify the -------------------------- Member and its Affiliates and may indemnify any person who was or is a party or is threatened to indemnify and hold harmless the Managerbe made a party to any threatened, the directorspending or completed action, officers, employees and agents suit or proceeding by reason of the Manager fact that he or she or it is or was a Member, employee or other agent of the Company and each person who controls was acting in the Manager within course of carrying out the meaning business of either the Act Company pursuant to the Agreement or that, being or having been such a Member, employee or agent he or she or it is or was serving at the Exchange Act against any and all lossesrequest of the Company as a manager, claimsemployee or other agent of another limited liability company, damages or liabilitiescorporation, partnership, joint venture, trust or severalother enterprise, to which they the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, except to the extent that liability is caused by the gross negligence, wilful misconduct or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any intentional breach of any of the representations, warranties, covenants or agreements made this Agreement by the Company in this Agreementindemnitee, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case except to the extent that any such loss, claim, liability or damage is otherwise compensated by insurance. The foregoing indemnity shall not apply to any Member or liability arises out of or its Affiliate which is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished providing services to the Company by as a consultant or contractor pursuant to a separate contract with the Manager specifically for inclusion therein. This indemnity agreement will be Company and which receives compensation therefor (in addition to the fees which are payable to the Members hereunder), in which case the terms of that contract shall control any liability indemnity rights or obligations (if any) of either party thereto. The Member specifically acknowledges that LandBank, which is an Affiliate of LBEP, has undertaken certain indemnity obligations under the AFMC Agreement for certain environmental matters, which obligations are for the benefit of the Company, and agree that the Company shall indemnify LandBank for any liability it may otherwise haveincur pursuant to such environmental indemnity, to the extent provided in the foregoing provisions of this Section 8.11.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager each Underwriter and each person who controls the Manager within the meaning of either the Act or the Exchange Act participating dealer against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, to which they such Underwriter or any of them participating dealer may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, or liabilities liability (or actions in action with respect thereofthereto) arise arises out of or are is based upon (a) any violation of any registration requirements; (b) any improper use of sales literature by the Company; (c) 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 the Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereof, or in the Base Preliminary Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Effective Prospectus, or in the Final Prospectus or any amendment thereof or supplement thereto, or arise out of (ii) in any application or are 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 therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of misleading; and shall reimburse the representations, warranties, covenants or agreements made by the Company in this Agreement, Underwriter and agrees to reimburse each such indemnified party participating dealer for any legal or other reasonable expenses reasonably incurred by them the Underwriter and participating dealer in connection with investigating or defending against or 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; provided, however, except that the Company will shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein 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 Manager Underwriter or participating dealer specifically for inclusion therein. This indemnity agreement will be use in addition to the preparation of the Registration Statement, any liability that Preliminary Prospectus, the Company may otherwise haveEffective Prospectus and the Final Prospectus or any amendment or supplement thereto, or any Blue Sky Application.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, under the circumstances in which they were made, not misleading misleading, or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any the legal or expenses of one counsel (plus local counsel) and other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the ManagerManagers, the directors, officers, employees and agents of the Manager Managers and each person who controls the Manager Managers within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager Managers specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless To the Managerextent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, officerspartners and members, employees and agents of the Manager and each person who controls the Manager Person controlling such Holder within the meaning of either Section 15 of the Securities Act or (collectively, the Exchange Act “Company Indemnified Parties”), against any and all lossesexpenses, claims, losses, damages or and liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise to the extent arising out of or are based upon on (a) any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement for the any registration of the Shares as originally filed statement, prospectus, preliminary prospectus, offering circular or other document, in each case related to such registration statement, or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the (b) any omission (or alleged omission 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 or result from (c) any violation or relate to any breach of any of the representations, warranties, covenants or agreements made alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in this Agreementconnection with any such registration, qualification or compliance, and agrees to the Company will reimburse each such indemnified party of the Company Indemnified Parties for any reasonable documented out-of-pocket legal or expenses and any other reasonable documented out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claim, damage, liability or action, as such expenses are incurred; provided, however, provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any claim, loss, damage, liability or action if such settlement is effected without the prior written consent of the Company will (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such claim, loss, damage, liability or action to the extent that any such loss, claim, damage or liability it arises out of or is based upon a violation or alleged violation of any such state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission made therein in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished to the Company by the Manager specifically or on behalf of any Holder expressly for inclusion therein. This indemnity agreement will be use in addition to any liability that the Company may otherwise haveconnection with such registration.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person Person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares ADSs as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. (a) The Company agrees to indemnify hereby indemnifies, holds harmless and hold harmless defends the Members, the Manager, the directorsofficers and each of their respective agents, officers, directors, members, partners, shareholders and employees from and agents against any loss, expense, damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (i) their activities on behalf of the Manager and each person who controls Company or in furtherance of the Manager within interests of the meaning Company, including, without limitation, the provision of either guaranties to third party lenders in respect of financings relating to the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they Company or any of them may become subject under its assets (but specifically excluding from such indemnity by the ActCompany any so called "bad boy" guaranties or similar agreements which provide for recourse as a result of failure to comply with covenants, willful misconduct or gross negligence), (ii) their status as Members, Manager, employees or officers of the Company, or (iii) the Company's assets, property, business or affairs (including, without limitation, the Exchange Act actions of any officer, director, member or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration employee of the Shares Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as originally filed a result of gross negligence or in any amendment thereof, willful or in wanton misconduct by the Base Prospectus, any Prospectus Supplement, indemnified party or as a result of the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any willful breach of any of obligation under this Agreement by the representations, warranties, covenants indemnified party. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or agreements made reimbursed by the Company in this Agreementadvance of the final disposition of such proceeding upon receipt by the Company of (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, and agrees to reimburse each such which undertaking shall be an unlimited general obligation of the indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will but need not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise havesecured.

Indemnification by Company. The Company agrees to indemnify and 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 Managerfact 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 directors“Indemnified Persons”), officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein including but not misleading or result from or relate limited to any breach judgment, award, settlement, reasonable attorneys’ fees and other 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 representations, warranties, covenants Indemnified Person. Reasonable expenses incurred by the Indemnified Person in connection with any such proceeding relating to the foregoing matters may be paid or agreements made reimbursed by the Company in this Agreementadvance of the final disposition of such proceeding upon receipt by the Company of (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 and (b) a written undertaking by or on behalf of such Indemnified Person to repay such amount if it shall 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 Covered Person but need not be secured. The Company may indemnify any person (and such 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 agrees to reimburse each whether formal or informal, including appeals, by reason of the fact that such indemnified party for any legal 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 them such person or such heirs, executors or administrators in connection with investigating such action, suit or defending any such lossproceeding, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveincluding appeals.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person Person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, the Incorporated Documents or in any amendment thereof or supplement thereto, or arise out of of, or are based upon 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 misleading, or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to promptly reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement provision will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base ProspectusProspectuses, any Prospectus Supplement, the ProspectusProspectuses, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Base Prospectuses, any Prospectus Supplement, the Prospectuses, any Issuer Free Writing Prospectus, or any amendment there of or supplement thereto, in light of the circumstances under which they were made) not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The In connection with any registration pursuant to this Restated Agreement, the Company agrees to indemnify and hold harmless harmless, to the Managerfullest extent permitted by law, the each Holder of Registrable Securities included in a registration pursuant to this Restated Agreement, such Holder's officers, directors, officers, partners and employees and agents of the Manager and each person who controls the Manager such holder (within the meaning of either the Act 1933 Xxx) xxd each underwriter, if any (including any broker or dealer which may be deemed an underwriter) and each person who controls any underwriter of the Exchange Act Registrable Securities against any and all losses, claims, damages or damages, liabilities, joint or several, to which they or any of them may become subject under the 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 and expenses caused by (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of the Shares as originally filed Statement, Prospectus or in any preliminary prospectus or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, thereto or arise out of or are based upon the 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 misleading, or result from or relate to (ii) any breach of any of the representations, warranties, covenants or agreements made violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in this Agreementconnection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and agrees to reimburse shall reimburse, as incurred, each such indemnified party of the foregoing persons for any legal or and any other expenses reasonably incurred by them in connection with investigating or defending any such claims; provided, however that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld), nor shall the Company be liable to the extent any loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability action arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished in writing to the Company by the Manager specifically any Holder, underwriter or controlling person expressly for inclusion therein. This indemnity agreement will be use in addition to any liability that the Company may otherwise haveconnection with such registration.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other reasonable and documented out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the each and every Manager, the and their respective directors, officers, employees and agents of the Manager and each person who controls each of the respective Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable to a specific indemnified party in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager an indemnified party specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. (a) The Company agrees to indemnify hereby indemnifies, holds harmless and hold harmless defends the Members, the Manager, the directorsofficers and each of their respective agents, officers, directors, members, partners, shareholders and employees from and agents against any loss, expense, damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (i) their activities on behalf of the Manager and each person who controls Company or in furtherance of the Manager within interests of the meaning Company, including, without limitation, the provision of either guaranties to third party lenders in respect of financings relating to the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they Company or any of them may become subject under its assets (but specifically excluding from such indemnity by the ActCompany any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of failure to comply with covenants, willful misconduct or gross negligence), (ii) their status as Members, Manager, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the Exchange Act actions of any officer, director, member or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration employee of the Shares Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as originally filed a result of gross negligence or in any amendment thereof, willful or in wanton misconduct by the Base Prospectus, any Prospectus Supplement, indemnified party or as a result of the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any willful breach of any of obligation under this Agreement by the representations, warranties, covenants indemnified party. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or agreements made reimbursed by the Company in this Agreementadvance of the final disposition of such proceeding upon receipt by the Company of (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, and agrees to reimburse each such which undertaking shall be an unlimited general obligation of the indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will but need not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise havesecured.

Indemnification by Company. The Company agrees to will indemnify and hold harmless harmless, to the Managerfull extent permitted by law, the Pechiney, its officers and directors, officers, employees and agents of the Manager their Agents and each person Person who controls the Manager Pechiney (within the meaning of either the Securities Act) against all losses, claims, damages, liabilities (or actions in respect thereto) and expenses to which any such Person may be subject, under the Securities Act or the Exchange Act otherwise, and reimburse all such Persons for any legal or other expenses incurred with investigating or defending against any and all such losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement for the registration of the Shares as originally filed Statement, Prospectus or in preliminary prospectus or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of misleading, except insofar as the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises same arise out of or is are based upon any such an untrue statement of a material fact or alleged untrue omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged omission is made therein in reliance upon and in conformity with written information furnished in writing to the Company by the Manager specifically Pechiney, expressly for inclusion use therein. This Such indemnity agreement shall remain in full force and effect regardless of any investigation made by or on behalf of Pechiney, Pechiney's directors and officers, their Agents or a controlling Person, and shall survive the transfer of such securities by Pechiney. The Company will be also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in addition the distribution, their officers and directors and each Person who controls such Persons (with the meaning of the Securities Act) to any liability that the Company may otherwise havesame extent as provided above with respect to the indemnification of Pechiney of Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Interim Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to will indemnify the Underwriter and hold the Underwriter harmless the Manager, the directors, officers, employees for and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they or any of them the Underwriter may become subject subject, under the Act, the Exchange 1933 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or claims in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement for Statement, the registration of Prospectus or any other prospectus relating to the Shares as originally filed Securities or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to will reimburse each such indemnified party the Underwriter for any legal or other expenses reasonably incurred by them the Underwriter in connection with investigating or defending any such lossaction or claim as such expenses are incurred (including such losses, damages, liabilities or expenses to the extent of the aggregate amount paid in settlement of any such action or claim, damage, liability or actionprovided that (subject to Section 6(c) hereof) any such settlement is effected with the written consent of the Company); provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in any Preliminary Prospectus, the Registration Statement, the Prospectus or any other prospectus relating to the Securities or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveUnderwriter Information.

Indemnification by Company. The Company agrees to will indemnify and hold harmless harmless, to the Managerfull extent permitted by law, the Investor, its officers and directors, officers, employees and agents of the Manager their Agents and each person Person who controls the Manager Investor (within the meaning of either the Securities Act) against all losses, claims, damages, liabilities (or actions in respect thereto) and expenses to which any such Person may be subject, under the Securities Act or the Exchange Act otherwise, and reimburse all such Persons for any legal or other expenses incurred with investigating or defending against any and all such losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement for the registration of the Shares as originally filed Statement, Prospectus or in preliminary prospectus or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of misleading, except insofar as the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises same arise out of or is are based upon any such an untrue statement of a material fact or alleged untrue omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged omission is made therein in reliance upon and in conformity with written information furnished in writing to the Company by the Manager specifically Investor, expressly for inclusion use therein. This Such indemnity agreement shall remain in full force and effect regardless of any investigation made by or on behalf of Investor, Investor's directors and officers, their Agents or a controlling Person, and shall survive the transfer of such securities by Investor. The Company will be also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in addition the distribution, their officers and directors and each Person who controls such Persons (with the meaning of the Securities Act) to any liability that the Company may otherwise havesame extent as provided above with respect to the indemnification of Investor of Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. The indemnification obligations of the Company under this Agreement will cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses, claims, damages or liabilities (or actions in respect thereof) were solely caused by the gross negligence, willful misconduct or fraud of the Manager. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The In addition to all other sums due hereunder or provided for in this Agreement, the Company agrees to indemnify and hold harmless the Managereach Purchaser and its Affiliates and their respective officers, the directors, officersagents, employees and agents of partners (each, an “indemnified party”) to the Manager fullest extent permitted by law from and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilitiesdamages, joint or severalexpenses (including reasonable fees, to which they or any disbursements and other charges of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claimscounsel), damages or other liabilities (or actions in respect thereof“Losses”) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result resulting from or relate to (i) any breach of any representation or warranty, covenant or agreement of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for or (ii) any legal legal, administrative or other expenses reasonably incurred actions (including actions brought by them any equityholders of the Company or derivative actions brought by any Person claiming through the Company or in connection with investigating the Company’s name), proceedings or defending investigations (whether formal or informal), or written threats thereof, based upon, relating to or arising out of any such lossof the Transaction Documents or the Securities, claimthe transactions contemplated hereby or thereby, damage, liability or actionany indemnified person’s role therein; provided, however, that the Company will shall not be liable under this Section 8.1: (a) for any amount paid in any such case settlement of claims without the Company’s consent (which consent shall not be unreasonably withheld or delayed), or (b) to the extent that any it is finally judicially determined that such lossLosses resulted primarily from the willful misconduct, claimbad faith or gross negligence of such indemnified party or a breach of such Purchaser’s representations in Article VI; provided, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon further, that if and in conformity with written information furnished to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability that shall be permissible under applicable laws. In connection with the obligation of the Company to indemnify for expenses as set forth above, the Company further agrees to reimburse each indemnified party for all such expenses (including reasonable fees, disbursements and other charges of counsel) as they are incurred by such indemnified party; provided, however, that in no event shall the Manager specifically Company be required to pay fees and expenses under this Article VIII for inclusion therein. This indemnity agreement will be more than one firm of attorneys in addition to the firm of attorneys representing the Company in any liability jurisdiction in any one legal action or group of related legal actions; provided, further, that if an indemnified party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Company may otherwise haveLosses in question resulted primarily from the willful misconduct, bad faith or gross negligence of such indemnified party.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless each of the ManagerManagers, the directors, officers, employees and agents of each the Manager Managers and each person who controls each of the Manager Managers within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares ADSs as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the a Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. (a) The Company agrees to (the “Company Indemnifying Party”) shall indemnify and hold harmless the Managereach Investor, its affiliates and stockholders, directors and officers (collectively, the directors, officers, employees “Company Indemnified Parties”) from and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all lossesliabilities, obligations, deficiencies, demands, claims, damages or liabilitiessuits, joint or severalactions, to which they or any causes of them may become subject under the Actaction, the Exchange Act or other Federal or state statutory law or regulationassessments, at common law or otherwise, insofar as such losses, claimscosts and expenses (including reasonable attorneys’ fees) (collectively, damages “Claims”), sustained or liabilities incurred by any such Company Indemnified Party, resulting from (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants a representation or agreements warranty made by the Company Indemnifying Party in this Agreement, and agrees (ii) any breach of a covenant made by the Company Indemnifying Party in this Agreement. The provisions of this Section 6.2 are intended to reimburse be for the benefit of, and shall be enforceable by, each such indemnified party Company Indemnified Party. In no event shall any Company Indemnifying Party be liable to any Company Indemnified Party for any legal punitive, incidental, consequential, special or other expenses reasonably incurred indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent paid by them a Company Indemnified Party to a third party in connection with investigating or defending any respect of the claim for which such lossCompany Indemnified Party is entitled to indemnification hereunder. For the avoidance of doubt, claim, damage, liability or action; provided, howeverthe Company shall not be in breach of its representations and warranties in Section 1.6 unless and until there is a “determination,” as such term is defined in Section 1313(a) of the Code, that the Company will not be liable results in any such case representation or warranty not being true and correct as of the date such representation or warranty was made. (b) Without limiting the foregoing, in the event one or more Company Indemnified Parties receive one or more payments from the Company (“Indemnity Proceeds”) in respect of any Claim for a breach of a representation or warranty of the Company in Article 1 (including, as a result of Section 1.1, any breach of a representation or warranty of the Company in Article 3 of the Purchase Agreement or in Article 2 of the B-3 Subscription Agreement, in each case, determined in accordance with the terms of such agreement) or a covenant made by the 12 Company in this Agreement or any other Claim ancillary or related to any such breach (a “Specified Breach”), such Indemnity Proceeds (net of the costs of obtaining such Indemnity Proceeds, including attorneys’ fees and expenses, which costs shall be reimbursed from the Indemnity Proceeds to the extent applicable Investor Indemnified Party(ies) incurring such costs, the “Net Indemnity Proceeds”) shall be allocated among, and disbursed to, all of the Investors in respect of such Specified Breach, on a pro rata basis in proportion to the sum of (i) the aggregate Liquidation Preference (as defined in the Restated Certificate) of all shares of Series B Preferred Stock and (ii) the aggregate Conversion Price (as defined in the Restated Certificate) of those shares of the Company’s Common Stock that were issued upon conversion of Series B Preferred Stock, in the case of each of clauses (i) and (ii), held by them at the time the Company pays the Indemnity Proceeds. Each Investor agrees to cooperate in the determination of any required allocation of Net Indemnity Proceeds pursuant to this Section 6.2(b), and agrees, if applicable, to pay to the other Investors such loss, claim, damage or liability arises out portion of or the Net Indemnity Proceeds received by such Investor as is required hereunder. For the avoidance of doubt: (i) in the event JPM asserts Claims against the Company that are not with respect to a Specified Breach but that are based upon any facts that would support a Claim for a Specified Breach, then for purposes of this Section 6.2(b), all of the recoveries by JPM from the Company in respect of such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon Claims shall be deemed to have arisen from a Specified Breach and shall be allocated among, and disbursed to, all of the Investors pursuant to and in conformity accordance with written information furnished this Section 6.2(b), regardless of whether the other Investors have asserted or are able to assert such Claims; and (ii) the provisions of this Section 6.2(b) shall not apply to any Claims asserted against the Company by JPM or any of its affiliates or direct or indirect subsidiaries with respect to any agreement (including, without limitation, any loan made to the Company by JPM or any of its affiliates or direct or indirect subsidiaries) other than this Agreement or by the Manager specifically for inclusion thereinInvestors with respect to the Officer’s Certificate. This indemnity agreement will be in addition to any liability that the Company may otherwise have.Section 6.3

Indemnification by Company. The Company agrees to indemnify and hold harmless the each Manager, the directors, officers, employees and agents of the such Manager and each person who controls the such Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any documented legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager Managers specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless To the Managerextent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, officerspartners and members, employees and agents of the Manager and each person who controls the Manager Person controlling such Holder within the meaning of either Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act or (collectively, the Exchange Act “Company Indemnified Parties”), against any and all lossesexpenses, claims, losses, damages or and liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement for the any registration of the Shares as originally filed statement, prospectus, preliminary prospectus, offering circular or in other document, or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement theretothereto incident to any such registration, qualification or arise out of compliance or are based upon the on 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 or result from or relate to any breach of any therein, in light of the representationscircumstances in which they were made, warrantiesnot misleading, covenants or agreements made any violation by the Company of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities laws applicable to the Company in this Agreementconnection with any such registration, and agrees to the Company will reimburse each such indemnified party of the Company Indemnified Parties for any reasonable legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case action to the extent that any such loss, claim, damage or liability it arises out of or is based upon a violation or alleged violation of any such state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission made therein in the registration statement or prospectus) which occurs in reliance upon and or in conformity with written information furnished to the Company expressly for use in connection with such registration by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to or on behalf of any liability that the Company may otherwise haveHolder.

Indemnification by Company. The In consideration of the LYNX Services to be provided hereunder, the Company agrees to indemnify indemnify, defend and hold harmless the ManagerBank, the its officers, directors, officersemployees, employees parent, subsidiaries, affiliates, representatives, agents, and agents each of their respective successors and assigns harmless from and against all actions, proceedings, liabilities, losses, , claims (including, without limitation, presentment and warranty claims), damages, costs and expenses, including, without limitation, reasonable attorney’s fees, court costs and related litigation costs and expenses, incurred by the Bank in connection with the provision of the Manager LYNX Services or any Specific Services by the Bank, or in any action between the Bank and each person who controls the Manager within Company or any action between the meaning Bank and any third party, arising out of either or concerning the Act LYNX Services, any Specific Services or this Agreement, except if such liability or expense results solely out of the Exchange Act Bank’s gross negligence or willful misconduct. The Company’s indemnification obligation shall survive termination of this Agreement and termination of Company’s participation in the LYNX Services. In addition to the other indemnification requirements set forth in this Agreement, Company agrees to indemnify, defend and hold Bank harmless from and against any and all actions, proceedings, liabilities, losses, claims (including, without limitation, warranty claims), damages costs, expenses and attorney’s fees relating to or liabilitiesarising in connection with: (a) Bank processing of items or debiting or crediting the account of any person in accordance with this Agreement or Company’s instructions; (b) Company’s actions or omissions including, joint or severalwithout limitation, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any representation or failure to comply with this Agreement by Company; (c) any misuse or the RDC Services by Company, its employees or agents; (d) actions by third parties (such as the introduction of a virus) that delay, alter or corrupt the transmission of any Images or information to Bank; (e) the failure to act or delay by any financial institution other than Bank; or (f) any claim by a recipient of a substitute check (or a check in electronic form) that the recipient incurred a loss due to (i) the receipt of the representationssubstitute check (or the check in electronic form) instead of the original check, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection (ii) multiple payments with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case respect to the extent that same original check, based on any such losscombination of the original check, claimthe substitute check, damage and/or a paper or liability arises out electronic copy of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion thereineither. This indemnity agreement will be in addition to any liability that the Company may otherwise haveshall survive termination of this Agreement.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. The indemnification obligations of the Company under this Agreement will cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses, claims, damages or liabilities (or actions in respect thereof) were solely caused by the gross negligence, willful misconduct or fraud of the Manager. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section (8) hereof, the Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents Warrantholder or any holder of the Manager Warrant Shares and each person person, if any, who controls the Manager Warrantholder or any holder of Warrant Shares within the meaning of either the Act or the Exchange Act Act, against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or severalseveral (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which they such Warrantholder or any holder of them Warrant Shares may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, or liabilities liability (or actions in action with respect thereofthereto) arise arises out of or are is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereof, or in the Base Preliminary Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Effective Prospectus, or in the Final Prospectus or any amendment thereof or supplement thereto, ; or arise out of or are based upon (b) the omission or alleged omission to state therein in the Registration Statement. any Preliminary Prospectus the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionmisleading; provided, however, except that the Company will shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the Manager holder of such Warrant Shares specifically for inclusion thereinuse in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Managereach Agent, the directors, officers, employees and agents of the Manager such Agent and each person who controls the Manager such Agent within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal U.S. federal, state or state provincial statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or arise out of or are based upon any Proceeding, commenced or threatened (whether or not an Agent is a target of or party to such Proceeding), or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to an Agent to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager such Agent specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base ProspectusProspectuses, any Prospectus SupplementSupplements, the ProspectusProspectuses, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have. The indemnification obligations of the Company under this Agreement will cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses, claims, damages or liabilities (or actions in respect thereof) were solely caused by the gross negligence or willful misconduct of the Manager.

Indemnification by Company. The Company agrees to indemnify and hold harmless each of the ManagerManagers, the directors, officers, employees and agents of the each Manager and each person who controls the each Manager within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the a Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have. The indemnification obligations of the Company under this Agreement will cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that such losses, claims, damages or liabilities (or actions in respect thereof) were solely caused by the gross negligence or willful misconduct of the Manager.

Indemnification by Company. The Company agrees to indemnify and hold harmless the ManagerPurchaser (which term shall include for purposes of this Section 11, the directorseach director, officersofficer, employees and agents agent or employee of the Manager and each Purchaser or person who controls the Manager Purchaser within the meaning of either the Act or the Exchange Act Act) against any and all losses, claims, damages or liabilities, joint or several, to which they or several (including in settlement of any litigation if such settlement is effected with the written consent of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwiseCompany), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based directly or indirectly, in whole or in part, upon (i) any material inaccuracy in the representations and warranties of the Company contained herein and not qualified as to materiality or any inaccuracy in the representations and warranties of the Company contained herein and qualified as to materiality, (ii) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base ProspectusStatement, any Prospectus SupplementPreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectusthe Proxy Statement, or in any amendment thereof or supplement thereto, thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (iii) any other act or result from or relate to any breach of any omission of the representationsCompany, warrantiesits officers or directors, covenants or agreements made by the Company in this Agreementany alleged act or omission, and agrees to will reimburse each such indemnified party the Purchaser for any legal or other expenses reasonably incurred by them it in connection with investigating or defending any against such loss, claim, damage, liability or action; provided, however, that the Company will shall not be liable in any such any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, any Preliminary Prospectus, the Prospectus, the Proxy Statement, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by the Manager Purchaser specifically for inclusion therein. This indemnity agreement will be use in addition to any liability that the Company may otherwise havepreparation thereof.

Indemnification by Company. The Company agrees to shall indemnify Parent and hold harmless the ManagerMerger Sub, the directorsand each of their current and former managers, members, officers, employees directors, employees, agents and agents 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 costs or expenses, including judgment awards and amounts paid in settlement, 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 Manager and each person who controls the Manager within the meaning Company or any of either the Act its directors to act contrary to or the Exchange Act against in violation of any and all losses, claims, damages or liabilities, joint or severalduty under applicable law, to which they or the Company and any of them may become subject under its directors are subject, to the Actextent, but only to the Exchange Act extent, such allegation directly relates to the negotiation, execution, delivery or other Federal performance of this Agreement by the parties hereto (an “Indemnifiable Matter”). Promptly after receipt by an Indemnitee of notice of the assertion of any claim or state statutory law or regulation, at common law or otherwise, insofar as the commencement of any action against such losses, claims, damages or liabilities (or actions Indemnitee in respect thereof) arise out of to which indemnity or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereofreimbursement may be sought under this Section 5.14 (an “Assertion”), or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by such Indemnitee shall notify the Company in this Agreementwriting of the Assertion, and agrees but the failure to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that so notify shall not relieve the Company will not be liable in of any liability it may have to such case 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 loss, claim, damage or liability arises out of or is based upon defense it may do so at its sole cost and expense; provided that if the defendants in any such untrue statement action shall include the Company and/or its officers or alleged untrue statement or omission or alleged omission made therein in reliance upon directors as well as an Indemnitee and in conformity with such Indemnitee shall have received the written information furnished advice of counsel that there exist defenses available to such Indemnitee that are materially different from those available to the Company by and/or such officers or directors, the Manager specifically for inclusion therein. This indemnity agreement will be Indemnitee shall have the right to select one separate counsel (and one local counsel in addition such jurisdictions as are necessary) reasonably acceptable to any liability that the Company may otherwise haveto 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 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 any investigation and preparation incurred in connection therewith). No Indemnitee shall settle any Assertion without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company settle any Assertion in which an Indemnitee is named as a defendant without either (i) the written consent of all Indemnitees against whom such Assertion was made (which consents shall not be unreasonably withheld or delayed), or (ii) obtaining an unconditional general release from the party making the Assertion for all Indemnitees as a condition of such settlement. The provisions of this Section 5.14 are intended for the benefit of, and shall be enforceable by, the respective Indemnitees.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, the ATM Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arise out of or are based upon any Proceeding, commenced or threatened (whether or not the Manager is a target of or party to such Proceeding) or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. (a) The Company agrees to shall indemnify Xxxxx Capital Investors and hold harmless the Managerits members, the directorsmanagers, officers, partners, employees and agents of the Manager (each, a “Xxxxx Capital Investors Party”) and each person who controls the Manager within the meaning of either the Act or the Exchange Act hold harmless Xxxxx Capital Investors Parties from and against any and all lossesloss, claimscost, damages liability, damages, penalties, actions, suits and expenses (including reasonable attorneys’ fees and other legal expenses) which may be imposed upon, asserted against, paid or liabilitiesincurred by Xxxxx Capital Investors Parties (except and only to the extent that the same arises solely from gross negligence or willful misconduct on the part of a Xxxxx Capital Investors Party) at any time or from time to time in connection with the enforcement of the terms hereof or of any Transaction Document against the Company, joint or severalrelated to the consummation of the transactions contemplated hereby or under any Transaction Document with respect to the Company, including the prosecution or defense of any suit against the Company relating to which they or arising out of this Agreement or any Transaction Document, or any breach by the Company of its representations, warranties, covenants or agreements hereunder or under any Transaction Document or the default by the Company under this Agreement or any Transaction Document, or any action instituted against Xxxxx Capital Investors, or any of them its Affiliates, by any stockholder of the Company who is not an Affiliate of Xxxxx Capital Investors, with respect to any of the transactions contemplated by this Agreement (unless such action is based upon a breach of Xxxxx Capital Investors’ representations, warranties or covenants under this Agreement or any agreements or understandings Xxxxx Capital Investors may become subject under have with any such stockholder or any violations by Xxxxx Capital Investors of state or federal securities laws or any conduct by Xxxxx Capital Investors which constitutes fraud, gross negligence, willful misconduct or malfeasance) (collectively the Act“Company Indemnified Liability”); provided, however, that the Exchange Act Company shall not be liable for the payment to any Xxxxx Capital Investors Party of any portion of such Company Indemnified Liability resulting from the gross negligence or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions willful misconduct on the part of a Xxxxx Capital Investors Party. If any action shall be brought against any Xxxxx Capital Investors Party in respect of which indemnity may be sought pursuant to this Agreement, such Xxxxx Capital Investors Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Xxxxx Capital Investors Party. Any Xxxxx Capital Investors Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Xxxxx Capital Investors Party except to the extent that (i) arise out the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or are based upon any untrue statement or alleged untrue statement (iii) in such action there is, in the reasonable opinion of such separate counsel, a material fact contained conflict on any material issue between the position of the Company and the position of such Xxxxx Capital Investors Party, in which case the Registration Statement Company shall be responsible for the registration reasonable fees and expenses of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to no more than one such separate counsel. The Company will not be stated therein or necessary to make the statements therein not misleading or result from or relate liable to any Xxxxx Capital Investors Party under this Agreement (i) for any settlement by a Xxxxx Capital Investors Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to any Xxxxx Capital Investors Party’s breach of any of the representations, warranties, covenants or agreements made by the Company such Xxxxx Capital Investors Party in this Agreement, and agrees to reimburse each such indemnified party for Agreement or any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveTransaction Document.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person person, if any, who controls the Manager within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus SupplementSupplement relating to the Shares, the Prospectus, any Issuer Free Writing ProspectusProspectus relating to the Shares, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base ProspectusProspectuses, any Prospectus Supplement, the ProspectusProspectuses, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Base Prospectuses, any Prospectus Supplement, the Prospectuses, any Issuer Free Writing Prospectuses, or any amendment thereof or supplement thereto, in the light of the circumstances under which they were made) not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to will indemnify and hold harmless the Managereach Underwriter, the its directors, officers, employees employees, members and agents of the Manager agents, and each person who controls the Manager any Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for Company Information or any other information provided by the registration Company to any holder or prospective purchaser of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing ProspectusNotes hereof, or in any amendment amendments thereof or supplement supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any therein, in the light of the representationscircumstances under which they were made, warranties, covenants or agreements made by the Company in this Agreementnot misleading, and agrees to reimburse each such indemnified party Indemnified Party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that with respect to any such untrue statement or alleged untrue statement of a material fact contained in the Company will Information or any other information provided by the Company to any holder or prospective purchaser of the Notes hereof, the indemnity agreement contained in this paragraph (ii) shall not be liable in inure to the benefit of any such case Underwriter to the extent that the sale to the person asserting any such loss, claim, damage or liability arises out was an initial resale by such Underwriter and any such loss, claim, damage or liability of or is based upon any with respect to such Underwriter results from the fact that both (a) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Notes to such person and (b) the untrue statement or alleged untrue statement in or omission or alleged omission made therein from such preliminary prospectus was corrected in reliance upon and the Prospectus unless, in conformity with written information furnished either case, such failure to deliver the Prospectus was a result of non-compliance by the Company by with the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveprovisions of Section 4(iv) hereof.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any the legal or other expenses of one counsel (plus local counsel) reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless each of the ManagerManagers, the directors, officers, employees and agents of each of the Manager Managers and each person who controls each of the Manager Managers within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the a Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arise out of or are based upon any Proceeding, commenced or threatened (whether or not the Manager is a target of or party to such Proceeding) or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.”

Indemnification by Company. The Company agrees will, to the maximum extent permitted by law, indemnify and hold harmless the ManagerInvestors, the directors, officers, employees and agents of the Manager partners, members, employees, agents, representatives of, and each person Person (as defined in the Securities Purchase Agreement), if any, who controls the Manager an Investor within the meaning of either the Act or the Exchange Act Act, against any and all losses, claims, damages damages, or liabilities, joint or several, to which they such Investor or any of them such other Person may become subject subject, under the 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 (or actions in respect thereof) arise out of or are based upon caused by any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Shares as originally filed Statement, any prospectus relating thereto, or in any amendment or supplement thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise arising 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 or result from a violation or relate to any breach of any of the representations, warranties, covenants or agreements made alleged violation by the Company of: (i) the Securities Act, (ii) the Exchange Act (as defined in this the Securities Purchase Agreement), (iii) any other law relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (including, without limitation, any state securities law or any rule or regulation thereunder), (iv) any prospectus relating thereto, or (v) any amendment or supplement thereof; and agrees to will reimburse such Investor and each such indemnified party other Person for any legal or other expenses reasonably incurred by them such Investor or such other Person in connection with investigating or defending against any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to an Investor or such other Person to the extent that any such loss, claim, damage, expense or liability arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission so made in reliance upon and in conformity with information that has been furnished in writing by such Investor in accordance with Section 6 expressly for use in connection with the preparation of the Registration Statement; provided further, that the Company shall not be required to provide such indemnification to such Investor or such other Person if such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon any preliminary prospectus and if, in conformity with written information furnished respect to such statement, alleged statement, omission or alleged omission, the final prospectus corrected such statement, alleged statement, omission or alleged omission and a copy of such final prospectus had not been sent or given by such Investor or such other Person (but only if they were required to do so under applicable law) at or prior to the confirmation of the sale by such Investor or such other Person with respect to which such loss, claim, damage, expense or liability relates. The Company shall reimburse each Investor and each such other Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by the Manager specifically for inclusion therein. This indemnity agreement will be them in addition to connection with investigating or defending any liability that the Company may otherwise havesuch loss, claim, damage, expense or liability.

Indemnification by Company. The Company and the Trust, jointly and severally, agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company and the Trust in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company and the Trust will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.out

Indemnification by Company. The Company agrees shall indemnify the Member -------------------------- and its Affiliates and may indemnify any person who was or is a party or is threatened to indemnify and hold harmless the Managerbe made a party to any threatened, the directorspending or completed action, officers, employees and agents suit or proceeding by reason of the Manager fact that he or she or it is or was a Member, employee or other agent of the Company and each person who controls was acting in the Manager within course of carrying out the meaning business of either the Act Company pursuant to the Agreement or that, being or having been such a Member, employee or agent he or she or it is or was serving at the Exchange Act against any and all lossesrequest of the Company as a manager, claimsemployee or other agent of another limited liability company, damages or liabilitiescorporation, partnership, joint venture, trust or severalother enterprise, to which they the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, except to the extent that liability is caused by the gross negligence, willful misconduct or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any intentional breach of any of the representations, warranties, covenants or agreements made this Agreement by the Company in this Agreementindemnitee, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case except to the extent that any such loss, claim, liability or damage is otherwise compensated by insurance. The foregoing indemnity shall not apply to any Member or liability arises out of or its Affiliate which is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished providing services to the Company by as a consultant or contractor pursuant to a separate contract with the Manager specifically for inclusion therein. This indemnity agreement will be Company and which receives compensation therefor (in addition to the fees which are payable to the Members hereunder), in which case the terms of that contract shall control any liability indemnity rights or obligations (if any) of either party thereto. The Member specifically acknowledges that LandBank, which is an Affiliate of LBEP, has undertaken certain indemnity obligations under the AFMC Agreement for certain environmental matters, which obligations are for the benefit of the Company, and agree that the Company shall indemnify LandBank for any liability it may otherwise haveincur pursuant to such environmental indemnity, to the extent provided in the foregoing provisions of this Section 8.11.

Indemnification by Company. The Company agrees to will indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act Underwriter against any and all losses, claims, damages damages, liabilities or liabilitiesexpenses, as and when incurred, to which such Underwriter may become subject, joint or several, to which they or any of them may become subject under the Act, the Exchange 1933 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or claims in respect thereof) ), arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement for Statement, the registration of Prospectus or any other prospectus relating to the Shares as originally filed Securities, or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to will promptly reimburse each such indemnified party Underwriter for any legal or other reasonable expenses reasonably (including reasonable fees and expenses for no more than one law firm for the Underwriters) when and as incurred by them such Underwriter in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to an Underwriter to the extent that any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability expense arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in any Preliminary Prospectus, the Registration Statement, the Prospectus or any other prospectus relating to the Securities or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveUnderwriter Information.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any the legal expenses of one counsel or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless SFTV against and in respect to all damages (as hereinafter defined) up to the Manager, the directors, officers, employees and agents amount of the Manager purchase price (what is the purchase price?). Damages, as used herein shall include any claim, salary, wage, action, tax, demand, lost, cost, expense, liability (joint or several), penalty and each person who controls other damage, including without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the Manager within imposition thereof, or in enforcing this indemnity, resulting to SFTV from any inaccurate representation made by or on behalf of the meaning Shareholders in or pursuant to this Agreement, breaches any of either the Act warranties made by or on behalf of the Shareholders in or pursuant to this Agreement, or breach or default in the performance by the Shareholders of any of the obligations to be performed by them hereunder. Notwithstanding the scope of the Shareholder’s representations and warranties herein, or of any individual representation or warranty, or any disclosure to SFTV herein or pursuant hereto, or the Exchange Act against definition of damages contained in the preceding sentence, or SFTV’s knowledge of any fact or facts at or prior to the Closing, damages shall also include all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) of the Company, as of the date hereof, whether known or unknown by the Shareholders; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation from causes of action arising prior to the Closing involving the Company or any stockholders thereof other than the Shareholders, whether or not disclosed to SFTV; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from (i) the Company’s infringement or claimed infringement upon or acting adversely to the rights or claimed rights of any person under or in respect to any copyrights, trademarks, trademark rights, patents, patent rights or patent licenses; or (ii) any claim or pending or threatened action with respect to the matters described in clause (i); all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from the Company’s failure in any respect to perform any obligation required by it to be performed at or prior to the Closing, or by reason of any default of the Company, at the Closing, under any of the contracts, agreements, leases, documents, or other commitments to which it is a party or otherwise bound or affected; and all losses, claimscosts, damages and expenses (including without limitation all fees and disbursements of counsel) relating to damages. The Company shall reimburse and/or pay on behalf of SFTV any payment made or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make made by SFTV and/or the statements therein not misleading or result from or relate to Company at any breach time after the closing based on the judgment of any competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect to the representations, warranties, covenants or agreements made by damages to which the foregoing indemnity relates. SFTV shall give the Company notice within thirty (30) days after notification of any litigation threatened or instituted against the Company which might constitute the basis of a claim for indemnity by SFTV against the Company. Notwithstanding anything contained in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case Agreement to the extent that any such losscontrary, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein the right to indemnification described in reliance upon and in conformity with written information furnished to this paragraph shall expire 18 months after the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveClosing.

Indemnification by Company. The In the event of the filing of any Registration Statement with respect to the Shares pursuant to Section 8 hereof, the Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents Optionholder or any holder of the Manager Option Securities and each person person, if any, who controls the Manager Optionholder or any holder of Option Securities within the meaning of either the Act or the Exchange Act Act, against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or severalseveral (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which they such Optionholder or any holder of them Option Securities may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, or liabilities liability (or actions in action with respect thereofthereto) arise arises out of or are is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereof, or in the Base Preliminary Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Effective Prospectus, or in the Final Prospectus or any amendment thereof or supplement thereto, ; or arise out of or are based upon (b) the omission or alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionmisleading; provided, however, except that the Company will shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by such Optionholder or the Manager holder of such Option Securities specifically for inclusion thereinuse in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification by Company. The In the event of the filing of any Registration Statement with respect to the Shares pursuant to Section 8 hereof, the Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents Optionholder or any holder of the Manager Shares and each person person, if any, who controls the Manager Optionholder or any holder of Shares within the meaning of either the Act or the Exchange Act Act, against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or severalseveral (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which they such Optionholder or any holder of them Shares may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, or liabilities liability (or actions in action with respect thereofthereto) arise arises out of or are is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereof, or in the Base Preliminary Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Effective Prospectus, or in the Final Prospectus or any amendment thereof or supplement thereto, ; or arise out of or are based upon (b) the omission or alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionmisleading; provided, however, except that the Company will shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by such Optionholder or the Manager holder of such Shares specifically for inclusion thereinuse in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and to save and hold harmless the Managereach holder of Registrable Shares and any underwriter, the directors, officers, employees directors and agents partners and partners of the Manager partners, and each person who controls the Manager such holder or any such underwriter (within the meaning of either the Securities Act or the Exchange Act Act) from and against any and all losses, claims, damages or damages, liabilities, joint or several, and expenses (including reasonable attorneys fees and expenses and reasonable costs of investigation) to which they the holder or underwriter or any of them such other person may become subject be subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registration Statement for the registration of the Registrable Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, supplement thereto or in any amendment thereof preliminary prospectus or supplement theretoany other document incident to the registration of Registrable Shares under the Securities Act or the qualification of the Registrable Shares under any state securities laws, or arise arising out of or are based upon the 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 misleading, or result from arising out of or relate to based upon any breach of any violation or alleged violation by the Company of the representationsSecurities Act, warrantiesthe Exchange Act or any other federal or state securities laws, covenants rules or agreements made regulations applicable to the Company and relating to action or inaction by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such lossregistration or qualification, claim, damage, liability or action; provided, however, that except insofar as the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises same arise out of or is based reliance upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein furnished in reliance upon and in conformity with written information furnished writing to the Company by the Manager specifically such holder (or, if it is an underwritten offering, an underwriter selected by such holders), expressly for inclusion use therein. This indemnity agreement will be in addition The Company will, pursuant to any liability that a separate agreement, agree to indemnify the Company may otherwise haveunderwriters thereof, their officers, directors and partners and partners of partners, and each person who controls (within the meaning of the Securities Act) such underwriters (collectively, "Securities Professionals") to the same extent as provided above.

Indemnification by Company. The To the extent permitted by law, the Company agrees to will indemnify and hold harmless the Managereach Offering Holder, the directors, its officers, employees and agents of the Manager directors and each underwriter of such securities, and any person who controls the Manager such Offering Holder or underwriter within the meaning of either Section 15 of the Act or the Exchange Act Securities Act, against any and all claims, actions, losses, claimsdamages, damages or liabilitiesliabilities and expenses, joint or several, to which they or any of them such persons may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement for under which such securities were registered under the registration of the Shares as originally filed Securities Act, any preliminary prospectus or in final prospectus contained therein, or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any therein, in the light of the representationscircumstances under which they were made, warranties, covenants or agreements made by the Company in this Agreementnot misleading, and agrees to will promptly reimburse such Offering Holder, its officers, directors and each underwriter of such securities, and each such indemnified party controlling person or entity for any legal or and any other expenses reasonably incurred by them such Offering Holder, such underwriter, or such controlling person or entity in connection with investigating or defending any such loss, action, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such untrue statement or alleged an untrue statement or omission made in such Registration Statement, preliminary prospectus or alleged omission made therein prospectus, or such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Manager such Offering Holder or such underwriter specifically for inclusion therein. This indemnity agreement will be use in addition to any liability the preparation thereof, and provided further, however, that the Company may otherwise havewill not be liable in any such case to the extent that any such loss, claim, damage or liability or action arises out of or is based upon an untrue statement or omission made in any preliminary prospectus or final prospectus if (i) such Offering Holder failed to send or deliver a copy of the final prospectus or prospectus supplement with or prior to the delivery of written confirmation of the sale of the Offering Securities and (ii) the final prospectus or prospectus supplement would have corrected such untrue statement or omission.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager each Underwriter and each person who controls the Manager within the meaning of either the Act or the Exchange Act participating dealer against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, to which they such Underwriter or any of them participating dealer may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, or liabilities liability (or actions in action with respect thereofthereto) arise arises out of or are is based upon (a) any violation of any registration requirements; (b) any improper use of sales literature by the Company; (c) 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 the Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereof, or in the Base Preliminary Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Effective Prospectus, or in the Final Prospectus or any amendment thereof or supplement thereto, or arise out of (ii) in any application or are 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 therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach misleading; and shall pay the costs and expenses of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, each Underwriter and agrees to reimburse each such indemnified party participating dealer for any legal or other reasonable expenses reasonably incurred by them such Underwriter and participating dealer in connection with investigating or defending against or 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; provided, however, except that the Company will shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company through the Underwriter or participating dealer by the Manager or on behalf of any Underwriter or participating dealer specifically for inclusion therein. This indemnity agreement will be use in addition to the preparation of the Registration Statement, any liability that Preliminary Prospectus, the Company may otherwise haveEffective Prospectus and the Final Prospectus or any amendment or supplement thereto, or any Blue Sky Application.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based ​ upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.. ​

Indemnification by Company. The Company agrees to indemnify and hold harmless harmless, to the Managerfull extent permitted by law, the each Requesting and Participating Holder, its officers, directors, officersand employees, employees and agents of the Manager and each person Person who controls the Manager any such Holder (within the meaning of either Section 15 of the Act or the Exchange Act Securities Act), from and against any and all losses, claims, damages or damages, liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise and reasonable expenses arising out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of the Shares as originally filed Statement, Prospectus or in preliminary Prospectus or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, except insofar as the same are caused by or result from or relate contained in any information furnished to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each writing by such indemnified party Holder or any other holder of Common Stock expressly for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionuse therein; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability, or liability expense of such Holder 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: (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 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 in the Prospectus, if such untrue statement or alleged untrue statement or omission or alleged omission made therein is corrected in reliance upon and in conformity with written information furnished an amendment or supplement to the Company Prospectus and such Holder or its agents thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Common Stock covered by a Registration Statement to the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that Person asserting such loss, claim, damage, liability, or expense after the Company may otherwise havehad furnished such Holder with a sufficient number of copies thereof in a manner and at 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), to the same extent as provided above with respect to the indemnification of the Requesting and Participating Holders, if requested.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading arise out of or are based upon any Proceeding, commenced or threatened (whether or not the Manager is a target of or party to such Proceeding) or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, officers and employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other reasonable and documented out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the ManagerPurchaser (which term shall include for purposes of this Section 11, the directorseach director, officersofficer, employees and agents agent or employee of the Manager and each Purchaser or person who controls the Manager Purchaser within the meaning of either the Act or the Exchange Act Act) against any and all losses, claims, damages or liabilities, joint or several, to which they or several (including in settlement of any litigation if such settlement is effected with the written consent of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwiseCompany), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based directly or indirectly, in whole or in part, upon (i) any material inaccuracy in the representations and warranties of the Company contained herein and not qualified as to materiality, or any inaccuracy in the representations and warranties of the Company contained herein and qualified as to materiality, (ii) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base ProspectusStatement, any Prospectus SupplementPreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectusthe Proxy Statement, or in any amendment thereof or supplement thereto, thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (iii) any other act or result from or relate to any breach of any omission of the representationsCompany, warrantiesits officers or directors, covenants or agreements made by any alleged act or omission; and will reimburse the Company in this Agreement, and agrees to reimburse each such indemnified party Purchaser for any legal or other expenses reasonably incurred by them it in connection with investigating investigating, prosecuting or defending any against such loss, claim, damage, liability or action; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, any Preliminary Prospectus, the Prospectus, the Proxy Statement, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by the Manager Purchaser specifically for inclusion therein. This indemnity agreement will be use in addition to any liability that the Company may otherwise havepreparation thereof.

Indemnification by Company. The In addition to all other sums due hereunder or provided for in this Agreement, the Company agrees to indemnify and hold harmless the ManagerPurchaser and its Affiliates and their respective officers, the directors, officersagents, employees and agents of partners (each, an "indemnified party") to the Manager fullest extent permitted by law from and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilitiesdamages, joint or severalexpenses (including reasonable fees, to which they or any disbursements and other charges of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claimscounsel), damages or other liabilities (or actions in respect thereof"Losses") arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result resulting from or relate to (i) any breach of any representation or warranty, covenant or agreement of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for or (ii) any legal legal, administrative or other expenses reasonably incurred actions (including actions brought by them any equityholders of the Company or derivative actions brought by any Person claiming through the Company or in connection with investigating the Company's name), proceedings or defending investigations (whether formal or informal), or written threats thereof, based upon, relating to or arising out of any such lossof the Transaction Documents or the Securities, claimthe transactions contemplated hereby or thereby, damage, liability or actionany indemnified person's role therein; provided, however, that the Company will shall not be liable under this Section 8.1: (a) for any amount paid in any such case settlement of claims without the Company's consent (which consent shall not be unreasonably withheld or delayed), or (b) to the extent that any it is finally judicially determined that such lossLosses resulted primarily from the willful misconduct, claimbad faith or gross negligence of such indemnified party or a breach of Purchaser's representations in Article VI; provided, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon further, that if and in conformity with written information furnished to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability that shall be permissible under applicable laws. In connection with the obligation of the Company to indemnify for expenses as set forth above, the Company further agrees to reimburse each indemnified party for all such expenses (including reasonable fees, disbursements and other charges of counsel) as they are incurred by such indemnified party; provided, however, that in no event shall the Manager specifically Company be required to pay fees and expenses under this Article VIII for inclusion therein. This indemnity agreement will be more than one firm of attorneys in addition to the firm of attorneys representing the Company in any liability jurisdiction in any one legal action or group of related legal actions; provided, further, that if an indemnified party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Company may otherwise have.Losses in question resulted primarily from the willful misconduct, bad faith or gross negligence of such indemnified party. 8.2

Indemnification by Company. The In consideration of each Investor’s execution and delivery of this Agreement and its acquisition of the Securities hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Registration Rights Agreement, the Warrants, the Convertible Notes and the Security Documents, the Company agrees to will defend, protect, indemnify and hold harmless each Investor and each other holder of the Manager, the directorsSecurities and all of their shareholders, officers, employees directors, employees, advisors and agents direct or indirect investors and any of the Manager foregoing person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees ”) from and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all lossesactions, causes of action, suits, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claimscosts, damages penalties, fees, liabilities and damages, and expenses in connection therewith (regardless of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of suffered by an Indemnitee as a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereofresult of, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectusarising out of, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission relating to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to (a) any breach of any of the representations, warranties, covenants representation or agreements warranty made by the Company herein or in any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained herein or in any other certificate, instrument or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the execution, delivery, performance, breach or enforcement of this Agreement, and agrees the Registration Rights Agreement, the Warrants, the Convertible Notes or the Security Documents by the Company, (d) any transaction financed or to reimburse each be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities or (e) the status of such indemnified party Investor or holder of the Securities as an investor in the Company to the extent such status arises from actions or inaction by the Company in violation of law. To the extent that the foregoing undertaking by the Company is unenforceable for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such lossreason, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case make the maximum contribution to the extent payment and satisfaction of each of the Indemnified Liabilities that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise havepermissible under applicable law.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any the reasonable legal or expenses of one counsel and other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares ADSs as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or result from arise out of or relate are based upon any Proceeding, commenced or threatened, based upon any such untrue statement or omission or any such alleged untrue statement or omission (whether or not the Manager is a target of or party to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementsuch Proceeding), and agrees to reimburse each such indemnified party for any reasonable and documented legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion thereinManager’s Information. This indemnity agreement will be in addition to any liability that the Company may otherwise have. “Manager’s Information” means, solely, the following information in the Prospectus Supplement: the seventh and eighth paragraphs under the caption “Plan of Distribution” in the Prospectus Supplement.

Indemnification by Company. The Company agrees hereby indemnifies, holds harmless and defends the Members, the Managers and the Member Parties (each, an “Indemnitee”) from and against any loss, expense, damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (a)(i) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any of its assets (but specifically excluding from such indemnity by the Company any liability under Non-Recourse Carveout Guaranties triggered as a result of such Indemnitee’s breach thereof), (ii) their status as Members, Managers or Representatives of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company), if (b) the Indemnitee’s acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct. The foregoing notwithstanding, nothing herein shall be construed to cause the Company to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or Indemnitee from any of them may become subject liability under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case Non-Recourse Carveout Guaranty to the extent that any such lossliability thereunder arises as a result of a bad act (e.g. fraud, claimmisrepresentation, damage gross negligence, etc.) of any Indemnitee and, to the extent there is a separate backstop agreement or liability arises out of or is based upon other indemnity arrangement by and between the Indemnitees with respect to any such untrue statement liability, the parties thereto shall first pursue their recover under any such backstop agreement before pursuing any indemnification against the Company with respect to any such Non-Recourse Carveout Guaranty and no party that is held liable for any payment under any such backstop agreement or alleged untrue statement or omission or alleged omission other indemnification agreement shall be entitled to recover any payments made therein by such Indemnitee with respect to any such indemnification obligations from the Company pursuant to this Section. Reasonable expenses incurred by the Indemnitee in reliance upon and in conformity connection with written information furnished any such proceeding relating to the Company foregoing matters shall be paid or reimbursed by the Manager specifically for inclusion therein. This indemnity agreement will be Company in addition to any liability that advance of the final disposition of such proceeding upon receipt by the Company may otherwise haveof (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the indemnified party but need not be secured.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees principals, employees, affiliates and agents members of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees To the extent permitted by law, Axxxx’s will indemnify Lxxxxxxxxx with respect to indemnify and hold harmless the Managerany registration, the directorsqualification or compliance effected pursuant to this Agreement, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all lossesexpenses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 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 (or actions in respect thereof) ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, to the extent such expenses, claims, losses, damages or liabilities arise out of or are based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement for the any registration of the Shares as originally filed statement, prospectus, offering circular or in other similar document, or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, incident to any such registration, qualification or arise out of compliance, or are based upon the on 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 or result from or relate to any breach of any therein, in light of the representationscircumstances in which they were made, warrantiesnot misleading, covenants or agreements made any violation by Axxxx’s of the Company Securities Act or any rule or regulation promulgated under the Securities Act applicable to Axxxx’s in this Agreementconnection with any such registration, qualification or compliance, and agrees to Axxxx’s will reimburse each such indemnified party Lxxxxxxxxx for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such claim, loss, claim, damage, liability or action; provided, however, that the Company indemnity contained herein shall not apply to amounts paid in settlement of any claim, loss, damage, liability or expense if settlement is effected without the consent of Axxxx’s (which consent shall not unreasonably be withheld); provided, further, that Axxxx’s will not be liable in any such case to the extent that any such claim, loss, claimdamage, damage liability or liability expense arises out of or is based upon on any such untrue statement or alleged untrue statement or omission or alleged omission untrue statement or omission, made therein in reliance upon and in conformity with written information furnished to the Company Axxxx’s by the Manager Lxxxxxxxxx specifically for inclusion use therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The To the extent permitted by law, Company agrees to will indemnify and hold harmless the ManagerHolder, the its employees, officers and directors, officers, employees and agents of any underwriter (as defined in the Manager Securities Act) for Holder and each person person, if any, who controls the Manager Holder or underwriter within the meaning of either the Securities Act or the Exchange Act Act, against any and all losses, claims, damages damages, or liabilities, liabilities (joint or several, ) to which they or any of them may become subject under the Act, the Exchange Act any Securities Laws or other Federal federal or state statutory law or regulation, at common law or otherwise("Losses"), insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each a "Violation") by Company: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the such registration of the Shares as originally filed statement, including any preliminary prospectus or in final prospectus contained therein or any amendment thereof, amendments or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement supplements thereto, or arise out of or are based upon (ii) the 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 misleading, or result from (iii) any violation or relate to any breach alleged violation by Company of any of Securities Laws in connection with the representationsoffering covered by such registration statement; and Company will pay as incurred to Holder, warrantiesits employees, covenants officer, or agreements made by the Company in this Agreementdirector, and agrees to reimburse each such indemnified party underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability Losses or action; provided, provided however, that the obligation of indemnity contained in this Section 8.1(iii) shall not apply to amounts paid in settlement of any such Losses or action if such settlement is effected without the consent of Company, which consent shall not be unreasonably withheld; nor shall Company will not be liable in any such case for any such Losses or action to the extent that any such loss, claim, damage or liability it arises out of of, or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein upon, a Violation which occurs in reliance upon upon, and in conformity with with, written information furnished to the Company expressly for use in connection with such registration by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveHolder, its employees, officer, director, underwriter or controlling person of Holder.