Common use of Indemnification by Company Clause in Contracts

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

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

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

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

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

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

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

Indemnification by Company. The 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 harmlessharmless each holder of Registrable Securities, to the fullest extent permitted by law, the Purchasers, each of their its officers, directors, partners trustees, partners, employees, advisors and employees agents, and each person Person who controls the Purchasers (within the meaning of the 0000 XxxSecurities Act and the Exchange Act) the holder against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) liabilities and expenses imposed on such person caused by arising out of (i) any untrue or alleged allegedly untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus Statement or any amendment thereof under which such Registrable Securities were registered under the Securities Act, any prospectus or supplement thereto preliminary prospectus contained therein or any amendment thereof or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances under which such statements were made, except insofar as to the same are based upon any extent the untrue statement or omission resulted from information that the holder furnished in writing to the Company by such Purchasers, expressly for use therein, or and (ii) any violation by the Company of failure to comply with any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claimsregistration. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above Such indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect effect, regardless of any investigation made by or on behalf of any such indemnified party party, and shall survive the permitted transfer of the such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and Additional Registrable Securitiesdirectors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreements.

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

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

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

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

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

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

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

Indemnification by Company. The Company agrees to shall indemnify and hold harmless, to the fullest extent permitted by law, the Purchaserseach Purchaser, each of their its officers, directors, partners and employees and each person who controls the Purchasers such Purchaser (within the meaning of the 0000 Xxx1933 Act or Applicable Canadian Securities Laws) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) amounts paid in settlement and expenses imposed on incurred by such person caused by (collectively, “Claims”) insofar as such Claim arises out of or is based upon: (i) any untrue or alleged untrue statement of a material fact contained in any Registration StatementStatement or Canadian Prospectus, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon (ii) any information furnished untrue statement or alleged untrue statement of a material fact contained in writing any preliminary Prospectus if used prior to the effective date of such Registration Statement, or contained in the final Prospectus (as amended or supplemented, if the Company by such Purchasersfiles any amendment thereof or supplement thereto with the SEC or Principal Regulator, expressly for use as applicable) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iiiii) any violation by the Company of any federal, state state, provincial, territorial or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectusProspectus, or any amendment or supplement theretothereto (clauses (1), (ii) and (iii) being collectively, “Violations”), and shall reimburse reimburse, in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject Notwithstanding anything to the condition thatcontrary contained herein, insofar as the foregoing indemnities relate indemnification agreement contained in this Section 6(a): (i) shall not apply to any untrue statement, alleged untrue statement, omission a Claim by an indemnified person arising out of or alleged omission made based upon a Violation that occurs in any preliminary prospectus reliance upon and in conformity with information furnished in writing to the Company by such indemnified person or by a Purchaser on behalf of such indemnified person expressly for use in connection with the preparation of the Registration Statement or Prospectus that is eliminated or remedied in any Prospectus or such amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment thereof or supplement thereto had been provided and; (ii) shall not be available to the extent such indemnified party and Claim is based on a failure of the Purchaser to deliver or to cause to be delivered the Prospectus made available by the Company pursuant to Section 3(k) if such Prospectus was not sent or given timely made available by such indemnified party at or prior the Company reasonably in advance to the time delivery of such action Prospectus was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omissionperson. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securities.

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

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

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

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

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

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

Indemnification by Company. The In the event of any registration under the Securities Act by any registration statement pursuant to rights granted in this Agreement of Registrable Securities held by Shareholders, Company agrees to indemnify and will hold harmless, to the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners and employees harmless Shareholders and each person underwriter of such securities and each other person, if any, who controls the Purchasers (any Shareholder or such underwriter within the meaning of the 0000 Xxx) Securities Act, against all any losses, claims, damages, liabilitiesor liabilities (including legal fees and costs of court), costs joint or several, to which Shareholders or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (including, without limitation, reasonable attorney’s feesor any actions in respect thereof) and expenses imposed on such person caused by (i) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained (i) contained, on its effective date, in any Registration Statement, Prospectus or any preliminary prospectus registration statement under which such securities were registered under the Securities Act or any amendment or supplement thereto to any of the foregoing, or any which arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, misleading or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company contained in connection with any Registration Statement, Prospectus or any preliminary prospectus, if used prior to the effective date of such registration statement, or in the final prospectus (as amended or supplemented if Company shall have filed with the SEC any amendment or supplement theretoto the final prospectus) if used within the period which Company is required to keep the registration to which such registration statement or prospectus relates current under Section 2.5, or which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading; and shall will reimburse in accordance with subparagraph (c) below, Shareholders and each of the foregoing persons such underwriter and each such controlling person for any legal and or any other expenses reasonably incurred by them in connection with investigating or defending any such claims. The foregoing is subject loss, claim, damage, or liability; provided, however, that Company shall not be liable to any Shareholder or its underwriters or controlling persons in any such case to the condition thatextent that any such loss, insofar as the foregoing indemnities relate to any claim, damage, or liability arises out of or is based upon an untrue statement, statement or alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus such registration statement or Prospectus that is eliminated or remedied in any Prospectus or such amendment or supplement theretosupplement, in reliance upon and in conformity with information furnished to Company through a written instrument duly executed by Shareholders or such underwriter specifically for use in the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiespreparation thereof.

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

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

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

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

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

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

Indemnification by Company. The Company agrees to indemnify hereby indemnifies, holds harmless and hold harmless, to defends the fullest extent permitted by lawMembers, the PurchasersManager, the Representatives, the officers and each of their respective agents, officers, directors, partners members, managers, partners, shareholders and employees from and each person who controls 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 Purchasers defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (within the meaning i) their activities on behalf of the 0000 XxxCompany or in furtherance of the interests of the Company, (ii) against all lossestheir status as Members, claimsManagers, damagesRepresentatives, liabilitiesemployees or officers of the Company, costs (iii) the Company’s assets, property, business or affairs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) the actions of any untrue officer, director, member, manager or alleged untrue statement employee of a material fact contained in any Registration Statement, Prospectus the Company or any preliminary prospectus of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make obligation under this Agreement by the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use thereinindemnified party, or (iiiv) to the extent of any violation Neutral Credit Support Claim. For the purposes of this Section 14.2, officers, directors, members, managers, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of any federal, state or common law, rule or regulation applicable to (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 in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (cy) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made written undertaking by or on behalf of any 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 and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesbut need not be secured.

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

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

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

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

Indemnification by Company. The A. Company agrees to indemnify and hold harmless, to harmless the fullest extent permitted by lawDistributor, the PurchasersAdviser, the Trust and each of their directors, Trustees or (if applicable), officers, directors, partners and employees and agents and each person person, if any, who controls the Purchasers (Distributor, the Adviser, or the Trust within the meaning of Section 15 of the 0000 Xxx1933 Act (collectively, the "Victory Indemnified Parties" and individually, a "Victory Indemnified Party") against any and all losses, claims, damages, liabilities, investigations or litigation (including amounts paid in settlement with the written consent of Company, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (includingcollectively, without limitation"Losses"), reasonable attorney’s fees) and expenses imposed on to which any of the Victory Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such person caused by (i) Losses are related to the sale or acquisition of the Contracts or the purchase or redemption of Fund shares in connection with the Contracts and: 1. Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a registration statement for the Contracts or in the Contracts themselves or in sales literature relating to the Contracts or Separate Accounts (or any amendment or supplement to any of the foregoing) (collectively, "Company Documents", or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply to a Victory Indemnified Party to the extent that any Loss arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission that was made in reliance upon and was accurately derived from written information furnished to Company by or on behalf of such Victory Indemnified Party for use in Company Documents or otherwise for use in connection with the sale of the Contracts or shares of the Funds; or 2. Arise out of or result from wrongful or inaccurate statements or representations (other than statements or representations contained in and accurately derived from Trust Documents as defined in Section 7.2A.1) or wrongful conduct of Company or persons under its control, with respect to the sale or acquisition of the Contracts or shares of the Funds; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus information furnished in writing by Company for use in Trust Documents as defined in Section 7.2A.1 or any preliminary prospectus or any amendment or supplement thereto or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based misleading if such statement or omission was made in reliance upon any and accurately derived from written information furnished in writing to the Trust, the Distributor or the Adviser by or on behalf of Company; or 4. Arise out of or result from any failure by Company by such Purchasers, expressly for use therein, to provide the services or (ii) furnish the materials required under the terms of this Agreement; or 5. Arise out of or result from any violation material breach by the Company of any federalrepresentation and/or warranty made by Company in this Agreement or arise out of or result from any other material breach of this Agreement by Company; as limited by and in accordance with, state Sections 7.1B and 7.1C hereof. B. Company shall not be liable to a Victory Indemnified Party under this indemnification provision with respect to any Losses which are due to such Victory Indemnified Party's willful misfeasance, bad faith, or common law, rule negligence in the performance of such Victory Indemnified Party's duties or regulation applicable by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Trust, the Distributor or the Adviser, whichever is applicable. C. Company shall not be liable under this indemnification provision with respect to any claim made against a Victory Indemnified Party unless a Victory Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Victory Indemnified Party (or after such Victory Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Victory Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against any of the Victory Indemnified Parties, Company shall be entitled to participate, at its own expense, in the defense of such action. Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from Company to such Party of Company's election to assume the defense thereof, as long as Company is performing its obligations under this Article, the Victory Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Company will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation. D. Each Victory Indemnified Party will promptly notify Company of the commencement of any Registration Statement, Prospectus litigation or proceedings against it or any preliminary prospectus, of its officers or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred directors in connection with investigating the issuance or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations sale of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer shares of the Registrable Securities and Additional Registrable SecuritiesFunds or the Contracts or the operation of the Trust.

Indemnification by Company. The In connection with any registration pursuant to this Restated Agreement, the Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Purchaserseach Holder of Registrable Securities included in a registration pursuant to this Restated Agreement, each of their such Holder's officers, directors, partners and employees and each person who controls the Purchasers such holder (within the meaning of the 0000 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 Registrable Securities against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) belowreimburse, as incurred, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing ; 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 subject to effected without the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations consent of the Company (which consent shall not inure unreasonably be withheld), nor shall the Company be liable to the benefit extent any loss, claim, damage, liability or action arises out of or is based upon any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior information furnished in writing to the time Company by any Holder, underwriter or controlling person expressly for use in connection with such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesregistration.

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

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

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

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

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

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

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

Indemnification by Company. The Company agrees to indemnify and hold harmless, to the fullest full extent permitted by law, Seller, Seller's Parent, and the PurchasersUnderwriters, each of and their officers, respective officers and directors, partners and employees and each person Person who controls the Purchasers (within the meaning of the 0000 XxxSecurities Act or the Exchange Act) any of the foregoing Persons (each, an "Indemnified Party" and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilitiesliabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (includingeach, without limitationa "Loss" and collectively "Losses"), reasonable attorney’s fees) and expenses imposed on such person caused by arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in the registration statement under which the Additional Shares are registered under the Securities Act in connection with the Secondary Sale contemplated hereby (including any Registration Statementfinal, Prospectus preliminary or any preliminary summary prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as (in the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, case of a prospectus or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each light of the foregoing persons for any legal and any other expenses reasonably incurred circumstances under which they were made) not misleading; provided, however, that the Company shall not be liable in connection with investigating or defending any such claims. The foregoing is subject case to the condition that, insofar as the foregoing indemnities relate to extent that any such Loss arises out of or is based upon an untrue statement, statement or alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied such registration statement in any Prospectus or amendment or supplement thereto, the above indemnity obligations of reliance upon information furnished to the Company shall not inure by the Seller Group for inclusion therein or the Seller Group's failure to the benefit of any indemnified party if deliver a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated registration statement (or been prospectus or any amendments or supplements thereto) after the Company has furnished the Seller Group with a sufficient defense to) any liability number of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer copies of the Registrable Securities and Additional Registrable Securitiessame.

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

Indemnification by Company. The Company agrees to indemnify and hold harmless, to 15.2.1 To the fullest extent permitted by law, the PurchasersCompany (i) shall indemnify and hold harmless the Members and all directors, each of their officers, directorsshareholders, partners partners, employees and Corporate Affiliates of a Member, and (ii) shall indemnify all officers and employees and each person who controls the Purchasers (within the meaning of the 0000 XxxCompany and the Corporate Affiliates thereof and the Representatives (collectively, “Indemnified Persons”) from and against any and all losses, claims, damagesdemands, liabilities, costs expenses (includingincluding attorneys’ fees and expenses), without limitationjudgments, fines, penalties (including excise taxes and similar taxes, and punitive damages), settlements, and other amounts arising from any and all claims, inquiries, demands, actions, suits or proceedings, civil, criminal, administrative, arbitrative or investigative or any appeal thereof (“Proceedings”) in which the Indemnified Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company, by reason of the fact that the Indemnified Person was serving as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another Person, or which otherwise relates to or arises out of the Company, its property, its business or affairs, and in any instance is related to events occurring during the term of this Agreement. The negative disposition of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnified Person acted in a manner contrary to the standard set forth in Section 15.2.2 below. Any indemnification pursuant to this Section 15.2 shall be made only out of the assets of the Company. It is expressly acknowledged that the indemnification provided in this Article 15 could involve indemnification for negligence or under theories of strict liability. Execution Copy Northern Pass LLC Operating Agreement 15.2.2 An Indemnified Person shall not be entitled to indemnification under Section 15.2 with respect to any claim, issue or matter in which it has engaged in Disabling Conduct as determined by a court of competent jurisdiction. 15.2.3 To the fullest extent permitted by Applicable Law, until it has been determined that an Indemnified Person is not entitled to be indemnified as authorized in Section 15.2.2, expenses (including reasonable attorney’s legal fees) and expenses imposed on such person caused incurred by (i) an Indemnified Person in defending any untrue claim, demand, action, suit or alleged untrue statement of a material fact contained in any Registration Statementproceeding, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission from time to state therein a material fact required to time, shall be stated therein or necessary to make advanced by the statements therein not misleading, except insofar as the same are based upon any information furnished in writing Company prior to the Company by final disposition of such Purchasersclaim, expressly for use thereindemand, action, suit or (ii) any violation proceeding upon receipt by the Company of any federal, state a written affirmation by the Indemnified Person of its good faith belief that it has met the standard of conduct necessary for indemnification under this Article 15 and a written undertaking by or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each on behalf of the foregoing persons for Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified as authorized in Section 15.2.1. The Members Committee may, in its sole discretion, require that any legal and such undertaking pursuant to this Section 15.2.3 be secured by the assets of the Indemnified Person. 15.2.4 The indemnification provided by this Section 15.2 shall be in addition to any other expenses reasonably incurred rights to which an Indemnified Person may be entitled under any agreement, by law or vote of the Members Committee as a matter of law or otherwise, both as to action in connection with investigating the Indemnified Person’s capacity as a Representative, an affiliate thereof or defending any such claims. The foregoing is subject to the condition thata partner, insofar as the foregoing indemnities relate to any untrue statementdirector, alleged untrue statementofficer, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations agent of the Company or an affiliate thereof or other capacity, shall not continue as to an Indemnified Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of an Indemnified Person. 15.2.5 In no event may any indemnified party if a copy Indemnified Person subject the Members to personal liability by reason of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required any indemnification of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity an Indemnified Person under this Section 5(a) shall remain in full force and effect regardless of any investigation made by Agreement or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesotherwise.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Indemnification by Company. The (a) If any Registrable Securities are included in a prospectus or a registration statement under this Agreement, the Company agrees to will indemnify and hold harmless, to harmless each Holder and the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners general or limited partners, members, Affiliates, agents and employees and of each person who controls the Purchasers such Holder, any underwriter (within the meaning of the 0000 Xxx) for each such Holder and each person, if any, that controls each such Holder or underwriter (within the meaning of the 1933 Act), against all any losses (other than loss of profit), claims, damages or liabilities (joint or several) to which they may become subject under the 1933 Act, the 1934 Act or any other federal or state law, insofar as such losses, claims, damagesdamages or liabilities (or actions in respect of them) arise out of or are based upon any of the following statements, liabilities, costs omissions or violations (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by each a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus such prospectus or registration statement (including any preliminary prospectus or any amendment or supplement thereto final prospectus contained in the registration statement) or any amendments or supplements to them; (ii) the omission or alleged omission to state therein in the prospectus or registration statement (including any preliminary or final prospectus contained in the registration statement) a material fact required to be stated therein in it or necessary to make the statements therein in it, in light of the circumstances in which they were made, not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or ; or (iiiii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any federal, state or common securities law, any rule or regulation applicable to promulgated under the Company 1933 Act, the 1934 Act or any state securities law in connection with any Registration Statementmatter relating to such prospectus or registration statement. (b) The Company will reimburse each such Holder, Prospectus officer, director, general or any preliminary prospectuslimited partner, member, Affiliate, agent, employee, underwriter or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons controlling person for any legal and any or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such claims. loss, claim, damage, liability, or action. (c) The foregoing Company is subject to not liable under the condition thatindemnity contained in this Section 7.1: (i) in respect of amounts paid in settlement of any loss, insofar as claim, damage, liability or action if such settlement is effected without the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations consent of the Company shall (which consent may not inure be unreasonably withheld, delayed or conditioned); or (ii) to the benefit extent that it arises out of any indemnified party if or is based upon a copy of Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made registration by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiessuch Holder, underwriter or controlling person.

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

Indemnification by Company. The In the event of any registration under the Securities Act by any registration statement pursuant to rights granted in this Agreement of Registrable Securities held by Shareholders, Company agrees to indemnify and will hold harmless, to the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners and employees harmless Shareholders and each person underwriter of such securities and each other person, if any, who controls the Purchasers (any Shareholder or such underwriter within the meaning of the 0000 Xxx) Securities Act, against all any losses, claims, damages, liabilitiesor liabilities (including legal fees and costs of court), costs joint or several, to which Shareholders or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (including, without limitation, reasonable attorney’s feesor any actions in respect thereof) and expenses imposed on such person caused by (i) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained (i) contained, on its effective date, in any Registration Statement, Prospectus or any preliminary prospectus registration statement under which such securities were registered under the Securities Act or any amendment or supplement thereto to any of the foregoing, or any which arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, misleading or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company contained in connection with any Registration Statement, Prospectus or any preliminary prospectus, if used prior to the effective date of such registration statement, or in the final prospectus (as amended or supplemented if Company shall have filed with the SEC any amendment or supplement theretoto the final prospectus) if used within the period which Company is required to keep the registration to which such registration statement or prospectus relates current under Section 2.4, or which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading; and shall will reimburse in accordance with subparagraph (c) below, Shareholders and each of the foregoing persons such underwriter and each such controlling person for any legal and or any other expenses reasonably incurred by them in connection with investigating or defending any such claims. The foregoing is subject loss, claim, damage, or liability; provided, however, that Company shall not be liable to any Shareholder or its underwriters or controlling persons in any such case to the condition thatextent that any such loss, insofar as the foregoing indemnities relate to any claim, damage, or liability arises out of or is based upon an untrue statement, statement or alleged untrue statement, statement or omission or alleged omission made in any preliminary prospectus such registration statement or Prospectus that is eliminated or remedied in any Prospectus or such amendment or supplement theretosupplement, in reliance upon and in conformity with information furnished to Company through a written instrument duly executed by Shareholders or such underwriter specifically for use in the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiespreparation thereof.

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

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

Indemnification by Company. The Company agrees to indemnify and hold harmlessshall, to the fullest extent permitted by lawLaw, the Purchasersreimburse, each of indemnify, defend and hold Service Provider and its Affiliates and their officersrespective equity holders, members, partners, owners, directors, partners and managers, officers, employees and agents (the “Service Provider Indemnified Parties”) harmless of and from any and all Claims of any nature whatsoever (including claims for personal injury, death or property damage and including reasonable attorneys’ fees and court costs) (each person who controls a “Loss” and collectively, “Losses”) suffered by any Service Provider Indemnified Party as a result of, caused by, or arising out of (a) any breach by Company of this Agreement and (b) any Action, claim or demand commenced by a Third Party relating to the Purchasers (within the meaning acts or omissions by any of the 0000 Xxx) against all lossesService Provider Indemnified Parties in connection with providing or failing to provide the Services, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on except to the extent such person Losses are caused by by (i) the gross negligence or willful misconduct of any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus Service Provider Indemnified Party or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, of Service Provider’s contractors and subcontractors performing Services hereunder or (ii) the intentional and willful breach by any violation by the Company Service Provider Indemnified Party of any federalthis Agreement. THE REIMBURSEMENT, state or common lawINDEMNITY, rule or regulation applicable to the Company in connection with any Registration StatementDEFENSE, Prospectus or any preliminary prospectusAND HOLD HARMLESS RIGHTS SET FORTH IN THIS SECTION 5.2 SHALL BE APPLICABLE EVEN IF SUCH LOSSES AROSE IN WHOLE OR IN PART FROM THE ACTIVE, or any amendment or supplement theretoPASSIVE, and shall reimburse in accordance with subparagraph (c) belowSOLE OR CONCURRENT NEGLIGENCE, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition thatSTRICT LIABILITY, insofar as the foregoing indemnities relate to any untrue statementBREACH OR OTHER FAULT OF ANY SERVICE PROVIDER INDEMNIFIED PARTY, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable SecuritiesBUT EXCLUDING THOSE LOSSES THAT ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SERVICE PROVIDER INDEMNIFIED PARTY OR THE INTENTIONAL AND WILLFUL BREACH BY ANY SERVICE PROVIDER INDEMNIFIED PARTY OF THIS AGREEMENT.

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

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

Indemnification by Company. The Subsequent to the Closing, the Company agrees to indemnify and defend each of the NUREIT Indemnified Parties against, and agrees to hold harmlesseach of them harmless from, any and all Losses (but in no event shall the aggregate liability of the Company pursuant to this ARTICLE X be greater than the amount from time to time outstanding in, or shall the Company be obligated to make any payments to any NUREIT Indemnified Party from any source other than, the Escrow Account as defined and as set forth in SECTION 10.11 below) incurred or suffered by them relating to or arising out of or in connection with any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by the Company in this Agreement or any document delivered at the Closing pursuant to SECTION 8.2; or (b) any breach of or failure by the Company to perform any covenant or obligation of the Company set out in this Agreement or any document delivered at the Closing; or (c) any Taxes for or with respect to any period ending on or prior to the fullest extent permitted by lawClosing Date for which the Company is liable, the Purchaserswhether directly or indirectly, each of their officers, directors, partners and employees and each person who controls the Purchasers (within the meaning in its own right or as a transferee of the 0000 Xxx) against all lossesassets of, claimsor successor to, damagesany person or by reason of its being a member of an affiliated or combined group of corporations, liabilities, costs (including, without limitation, reasonable attorney’s fees) by reason of Treasury Regulation Schedule 1.1502-6 and expenses imposed on such person caused by any funding or underfunding obligations for which the Company is liable under ERISA; or (id) any untrue or alleged untrue statement liabilities of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation nature whatsoever incurred by the Company of any federal, state or common law, rule or regulation applicable prior to the Company in connection with any Registration StatementClosing Date and not listed on SCHEDULE 2.3(f) hereto; PROVIDED, Prospectus or any preliminary prospectusHOWEVER, or any amendment or supplement theretothat NUREIT will assume, and the Company shall reimburse in accordance have no liability pursuant to this SECTION 10.2 for, any Loss incurred or with subparagraph (c) below, each of the foregoing persons for any legal respect to liabilities hereafter arising if and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition thatextent due to litigation initiated to challenge the transactions contemplated herein; PROVIDED, insofar as FURTHER, that the foregoing indemnities relate preceding proviso shall not apply to any untrue statement, alleged untrue statement, omission Losses related to or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity incurred pursuant to contractual obligations of the Company shall not inure with or relating to the benefit Xxxxxxx Xxxxx/Whitehall; or (e) 50% of any indemnified party if liabilities incurred by NUREIT relating to a copy "change of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer control" of the Registrable Securities Company as it relates to employees of the Company and Additional Registrable Securitiesthe termination of the employment of the employees of the Company.

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

Indemnification by Company. The Company agrees to indemnify and hold harmlessshall indemnify, to the fullest extent permitted by law, the PurchasersStockholder and, as applicable, each of their officersits members, directors, partners managers, stockholders, partners, officers and employees employees, and each person Person who controls the Purchasers such Stockholder (within the meaning of the 0000 Xxx) Securities Act), against all losses, claims, damages, liabilities, costs liabilities and expenses (including, without limitationbut not limited to, reasonable attorney’s feesattorneys’ fees and expenses) and expenses imposed on (collectively, “Losses”) or actions or proceedings in respect thereof (whether or not such person caused by indemnified Person is party thereto) (ieach, an “Action”) arising out of or based upon (a) any untrue or alleged untrue statement of a material fact contained in any Registration Statementregistration statement, Prospectus prospectus or any preliminary prospectus prospectus, or any amendment thereof or supplement thereto or (including, in each case, all documents incorporated therein by reference), (b) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (c) any violation or alleged violation by the Company or any of its subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or related document or report, except insofar as the same are based upon caused by or contained in any information furnished in writing to the Company by such Purchasers, the Stockholder expressly for use therein, therein or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable Stockholder’s failure to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if deliver a copy of the prospectus or any amendments or supplements thereto after the Company has furnished the Stockholder with a sufficient number of copies of the same. In connection with an Underwritten Offering, the Company will indemnify such corrected Prospectus or amendment or supplement thereto had been provided to underwriters, their officers and directors and each Person who controls such indemnified party and was not sent or given by such indemnified party at or prior underwriters (within the meaning of the Securities Act) to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party same extent as provided above with respect to such statement or omissionthe indemnification of the Stockholder. Indemnity under The payments required by this Section 5(a) shall remain in full force and effect regardless of any investigation 4.01 will be made by or on behalf of any indemnified party and shall survive promptly during the permitted transfer course of the Registrable Securities investigation or defense, as and Additional Registrable Securitieswhen bills are received or expenses incurred.

Indemnification by Company. The (a) Subject to and as limited by the provisions of this Section 9.6, the Company agrees to defend, indemnify and hold harmlessharmless the Sellers Indemnitees and the Purchaser Indemnitees from and against any and all Losses suffered by any Seller and/or the Purchaser, as a result of or in connection with occupational exposures to one or more Hazardous Substance to the fullest extent permitted by lawexposure occurs after the Closing Date. (b) Notwithstanding Section 9.6(a), the Purchasers, each of their officers, directors, partners and employees and each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact Company will not be required to be stated therein indemnify the Sellers Indemnitees and/or the Purchaser Indemnitees under Section 9.6(a), unless such right to indemnification is asserted by the Sellers and/or the Purchaser (whether or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing Loss has been incurred or Claims made) by written notice to the Company describing with reasonable specificity the facts giving rise to the asserted right. A delay or failure by a party seeking indemnification to provide such written notice to the other party of such claim shall not render the indemnification provision invalid against such seeking party, except to the extent that the other party is prejudiced by such Purchasers, expressly delay or failure in its attempt to mitigate or resolve such asserted right. (c) The amounts for use therein, or (ii) any violation by which the Company shall be liable under this Section 9.6 shall be net of any federal, state or common law, rule or regulation applicable to insurance proceeds actually received by Sellers and/or the Company Purchaser in connection with any Registration Statement, Prospectus the amounts or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each the facts giving rise to the right of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claimsindemnification. The foregoing amounts for which the Company shall be liable under Section 9.6 also shall include all reasonable attorneys fees and all other costs and expenses incurred by the Sellers and/or the Purchaser in enforcing its rights to indemnification hereunder, after notice is subject given pursuant to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations Section 9.6(b). (d) The indemnification of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under set forth in this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and 9.6 shall survive the permitted transfer of the Registrable Securities and Additional Registrable SecuritiesClosing.

Indemnification by Company. The A. Company agrees to indemnify and hold harmless, to harmless the fullest extent permitted by lawDistributor, the PurchasersAdviser, the Trust and each of their directors, Trustees or (if applicable), officers, directors, partners and employees and agents and each person person, if any, who controls the Purchasers (Distributor, the Adviser, or the Trust within the meaning of Section 15 of the 0000 Xxx1933 Act (collectively, the "Fund Indemnified Parties" and individually, a "Fund Indemnified Party") against any and all losses, claims, damages, liabilities, investigations or litigation (including amounts paid in settlement with the written consent of Company, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (includingcollectively, without limitation"Losses"), reasonable attorney’s fees) and expenses imposed on to which any of the Fund Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such person caused by (i) Losses are related to the sale or acquisition of the Contracts or the purchase or redemption of Fund shares in connection with the Contracts and: 1. Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a registration statement for the Contracts or in the Contracts themselves or in sales literature relating to the Contracts or Separate Accounts (or any amendment or supplement to any of the foregoing) (collectively, "Company Documents", or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply to a Fund Indemnified Party to the extent that any Loss arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission that was made in reliance upon and was accurately derived from written information furnished to Company by or on behalf of such Fund Indemnified Party for use in Company Documents or otherwise for use in connection with the sale of the Contracts or shares of the Funds; or 2. Arise out of or result from wrongful or inaccurate statements or representations (other than statements or representations contained in and accurately derived from Trust Documents as defined in Section 7.2A.1) or wrongful conduct of Company or persons under its control, with respect to the sale or acquisition of the Contracts or shares of the Funds; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus information furnished in writing by Company for use in Trust Documents as defined in Section 7.2A.1 or any preliminary prospectus or any amendment or supplement thereto or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based misleading if such statement or omission was made in reliance upon any and accurately derived from written information furnished in writing to the Trust, the Distributor or the Adviser by or on behalf of Company; or 4. Arise out of or result from any failure by Company by such Purchasers, expressly for use therein, to provide the services or (ii) furnish the materials required under the terms of this Agreement; or 5. Arise out of or result from any violation material breach by the Company of any federalrepresentation and/or warranty made by Company in this Agreement or arise out of or result from any other material breach of this Agreement by Company; as limited by and in accordance with, state Sections 7.1B and 7.1C hereof. B. Company shall not be liable to a Fund Indemnified Party under this indemnification provision with respect to any Losses which are due to such Fund Indemnified Party's willful misfeasance, bad faith, or common law, rule negligence in the performance of such Fund Indemnified Party's duties or regulation applicable by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Trust, the Distributor or the Adviser, whichever is applicable. C. Company shall not be liable under this indemnification provision with respect to any claim made against a Fund Indemnified Party unless a Fund Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Fund Indemnified Party (or after such Fund Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Fund Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against any of the Fund Indemnified Parties, Company shall be entitled to participate, at its own expense, in the defense of such action. Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from Company to such Party of Company's election to assume the defense thereof, as long as Company is performing its obligations under this Article, the Fund Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Company will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation. D. Each Fund Indemnified Party will promptly notify Company of the commencement of any Registration Statement, Prospectus litigation or proceedings against it or any preliminary prospectus, of its officers or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred directors in connection with investigating the issuance or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations sale of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer shares of the Registrable Securities and Additional Registrable SecuritiesFunds or the Contracts or the operation of the Trust.

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

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

Indemnification by Company. The Subject to the limitations and conditions as provided in this Article 8, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative (hereinafter a "Proceeding"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Manager or Member or while a Manager or Member is or was serving at the request of the Company agrees to indemnify and hold harmlessas a manager, director, officer, partner, member, venturer, proprietor, trustee, employee, agent, Authorized Person or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted by lawthe Delaware Act, as the Purchaserssame exists or may hereafter be amended (but, each in the case of their officersany such amendment, directors, partners and employees and each person who controls only to the Purchasers (within extent that such amendment permits the meaning of Company to provide broader indemnification rights than said law permitted the 0000 XxxCompany to provide prior to such amendment) against all lossesjudgments, claimspenalties (including excise and similar taxes and punitive damages), damagesfines, liabilities, costs settlements and reasonable expenses (including, without limitation, reasonable attorney’s attorneys' fees) actually incurred by such Person (or one or more of such Person's direct or indirect equity holders) in connection with such Proceeding, and indemnification under this Article 8 shall continue as to a Person who has ceased to serve in the capacity that initially entitled such Person to indemnity hereunder; provided that no such Person shall be indemnified for any judgments, penalties, fines, settlements or expenses imposed on such person caused by (i) to the extent attributable to such Person's gross negligence, willful misconduct, or intentional violation of law (or, if the Delaware Act is hereafter amended or interpreted to permit indemnification for conduct constituting a higher standard of culpability, to the extent not in violation of such higher standard), (ii) for any untrue present or alleged untrue statement future breaches of a material fact any representations, warranties or covenants by such Person contained in this Agreement or in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make other agreement with the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use thereinCompany, or (iiiii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied action (except an action to enforce indemnification rights set forth in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given this Section 8.1) brought by such indemnified party at Person. It is expressly acknowledged that the indemnification provided in this Article could involve indemnification for negligence or prior to the time such action was required under theories of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesstrict liability.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless, to the fullest extent permitted by law, the Purchasers, each of their officers, directors, partners harmless Holder and employees Holder's officers and directors and each person who controls the Purchasers (Holder within the meaning of Section 15 of the 0000 XxxSecurities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Person") from and against all any losses, claims, damages, damages or liabilities, costs joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (including, without limitation, reasonable attorney’s feesor actions in respect thereof) and expenses imposed on such person caused by (i) any arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus the registration statement or any preliminary prospectus covering the Registrable Securities or any amendment or supplement thereto or any an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, except insofar as the same are based upon any information furnished in writing to ; and the Company by hereby agrees to reimburse such Purchasers, expressly Indemnified Person for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any all reasonable legal and any other expenses reasonably incurred by them in connection with investigating or defending any such claims. The foregoing is subject action or claim as and when such expenses are incurred; PROVIDED, HOWEVER, that the Company shall not be liable to any such Indemnified Person in any such case to the condition thatextent that any such loss, insofar as the foregoing indemnities relate to any claim, damage or liability arises out of or is based upon (i) an untrue statement, statement or alleged untrue statementstatement made in, or an omission or alleged omission made from, such registration statement or prospectus in any preliminary prospectus or Prospectus that is eliminated or remedied reliance upon and in any Prospectus or amendment or supplement thereto, the above indemnity obligations of conformity with written information furnished to the Company shall not inure to by such Indemnified Person expressly for use therein or (ii) the benefit use by the Indemnified Person of any indemnified party if a copy of such corrected Prospectus an outdated or amendment or supplement thereto had been defective prospectus after the Company has provided to such indemnified party and was not sent Indemnified Person an updated prospectus correcting the untrue statement or given by such indemnified party at alleged untrue statement or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus omission or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect alleged omission giving rise to such statement loss, claim, damage or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesliability.

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

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

Indemnification by Company. The Company agrees to indemnify and hold harmless, to harmless each of the fullest extent permitted by lawManagers, the Purchasersdirectors, officers, employees and agents of each of their officers, directors, partners and employees the Managers and each person who controls each of the Purchasers (Managers within the meaning of either the 0000 Xxx) Act or the Exchange Act against any and all losses, claims, damages, damages or liabilities, costs joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (including, without limitation, reasonable attorney’s feesor actions in respect thereof) and expenses imposed on such person caused by (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement, Prospectus Statement for the registration of the Shares as originally filed or any preliminary 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 thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing and agrees to the Company by reimburse each such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons indemnified party for any legal and any or other expenses reasonably incurred by them in connection with investigating or defending any such claims. The foregoing is subject loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the condition thatextent that any such loss, insofar as the foregoing indemnities relate to claim, damage or liability arises out of or is based upon any such untrue statement, statement or alleged untrue statement, statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by a Manager specifically for inclusion therein. This indemnity agreement will be in addition to any preliminary prospectus or Prospectus liability that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity Company may otherwise have. The indemnification obligations of the Company shall not inure under this Agreement will cease to apply to the benefit extent that a court of any indemnified party if competent jurisdiction in a copy of final judgment that has become non-appealable shall determine that such corrected Prospectus losses, claims, damages or amendment liabilities (or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party actions in respect thereof) were solely caused by the 1933 Act and if delivery of such Prospectus gross negligence or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer willful misconduct of the Registrable Securities and Additional Registrable SecuritiesManager.

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

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

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

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

Indemnification by Company. The Subject to the conditions set forth below and those included in the Articles and Bylaws, the Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Purchasersharmless you, each of their officersSelected Dealer, directors, partners and employees each Selected Investment Adviser and each person person, if any, who controls the Purchasers (you, any such Selected Dealer or Selected Investment Adviser within the meaning of Section 15 of the 0000 XxxAct, from and against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating, preparing for, defending against or settling any litigation, commenced or threatened, or any claim whatsoever) against all losses, claims, damages, liabilities, costs arising out of or based upon (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i1) any untrue or alleged untrue statement of a material fact contained (x) in the Registration Statement or the Prospectus (as from time to time amended or supplemented) or any related preliminary prospectus; or (y) in any Registration Statement, Prospectus application or other document (in this Section 8 collectively called "application") executed by the Company or based upon information furnished by the Company and filed in any preliminary prospectus jurisdiction in order to qualify the Shares under the securities laws thereof or any amendment or supplement thereto or any (2) the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as the same are based unless any such statement or omission was made in reliance upon any and in conformity with written information furnished in writing to the Company by such Purchasers, you expressly for use therein, in the Registration Statement or (ii) any violation by the Company of any federal, state related preliminary prospectus or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse thereof or in accordance with subparagraph (c) below, each any of the foregoing persons for any legal and any other expenses reasonably incurred such applications or in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar sales as the foregoing indemnities relate to any untrue statementcase may be. Notwithstanding the foregoing, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure indemnify the Sales Agent for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the benefit particular indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Commission and of the published position of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain state securities regulatory authority in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer which securities of the Registrable Securities and Additional Registrable Securities.Company

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

Indemnification by Company. The Company agrees to indemnify and hold harmless, (a) Subject to the fullest extent permitted by lawprovisions of this Section 9, the Purchasers, Company shall hold harmless and indemnify each of their officersthe Contributing Stockholder Indemnitees from and against, directors, partners and employees shall compensate and reimburse each person who controls the Purchasers (within the meaning of the 0000 Xxx) against all lossesContributing Stockholder Indemnitees for, claims, damages, liabilities, costs any Damages that are suffered or incurred by any of the Contributing Stockholder Indemnitees or to which any of the Contributing Stockholder Indemnitees otherwise becomes subject (including, without limitation, reasonable attorney’s feesregardless of whether or not such Damages relate to any third-party claim) and expenses imposed on such person caused by that arise from or as a result of: (i) any untrue or alleged untrue statement failure on the part of a material fact contained in any Registration Statement, Prospectus or any preliminary prospectus or any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or to perform and discharge the Assumed Liabilities on a timely basis; (ii) any violation Breach of any covenant or obligation of the Company contained in this Agreement; or (iii) any Proceeding relating to any Liability referred to in clause (i) and any Breach referred to in clause (ii), (including any Proceeding commenced by any Contributing Stockholder Indemnitee for the purpose of enforcing its rights under this Section 9.3). (b) The Company shall not be required to make any indemnification payment pursuant to Section 9.3(a)(ii) or Section 9.3(a)(iii) (other than Proceedings related to Section 9.3(a)(i)) until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its covenants) that have been suffered or incurred by any one or more of the Contributing Stockholder Indemnitees, or to which any one or more of the Contributing Stockholder Indemnitees has or have otherwise become subject, exceeds $200,000 in the aggregate, and then only to the extent of such excess. (c) The limitation on the indemnification obligation of the Company that is set forth in Section 9.3 shall not apply to any willful misconduct, including willful Breach, intentional misrepresentation or fraud by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesits Subsidiaries.

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

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

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

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

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

Indemnification by Company. The In the event of any registration of any of its Registrable Securities under the Securities Act pursuant to this Section 8, the Company agrees to shall indemnify and hold harmless, to the fullest extent permitted by law, the Purchasers, harmless each of their officersthe following parties ("Indemnified Parties"): (a) the seller of such Registrable Securities; (b) each underwriter (as defined in the Securities Act) for such seller; and (c) each other individual, directorscorporation, partners and employees and partnership, limited liability company, trust, or other entity or reorganization (each person a "Person"), if any, who controls the Purchasers (within the meaning of the 0000 XxxSecurities Act) against such seller, underwriter or participating Person, from and against, and will reimburse such holder and each such seller, underwriter and Person with respect to, any and all losses, claims, damages, liabilities, costs and expenses, including any legal fees or other cost or expense incurred for investigating or defending same (includingcollectively the "Liability"), without limitationjoint or several, reasonable attorney’s feesto which such Indemnified Party may become subject under the Securities Act or any other statute or at common law, insofar as such Liability (or action in respect thereof) and expenses imposed on such person caused by arises out of or is based upon: (i1) any untrue statement or any alleged untrue statement of a any material fact contained in any Registration Statementregistration statement under which such securities were registered under the Securities Act, Prospectus or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto or thereto, or (2) any omission or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as . The Company shall not be liable to any Indemnified Party in any such case to the same are extent that any such Liability (i) arises out of or is based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission statements or alleged omission made in any such registration statement, preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus final prospectus, or amendment or supplement thereto, in reliance upon and in strict conformity with information furnished to the above indemnity obligations Company by such Person in writing specifically for use therein or (ii) arises from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus, such prospectus was made available by the Company on a timely basis, and such Person failed to deliver such prospectus as required by the Securities Act, or for any Liability which arises out of the Company shall not inure to the benefit failure of any indemnified party if such Person to deliver a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was prospectus as required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omissionSecurities Act. Indemnity under The indemnity provided for in this Section 5(a) subsection shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party such Indemnified Party and shall survive the permitted transfer of such securities by such seller. Any legal fees or other costs and expenses incurred by any Indemnified Party in connection with any liability shall, subject to a good faith judgment of the Registrable Securities Board of Directors of the Company that there is no reasonable basis for not indemnifying the Indemnified Party pursuant to the requirements of this Agreement and Additional Registrable Securitiesthe receipt of an acceptable undertaking to reimburse the Indemnifying Party in the event that the Indemnifying Party is not entitled to indemnification pursuant to the terms of this Agreement, be reimbursed as incurred by Indemnified Party. The provisions of the indemnification provided herein shall extend to any suit brought against a partner of a Purchaser who receives a distribution by such Purchaser of proceeds arising out of such sale.

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

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

Indemnification by Company. The Company agrees hereby indemnifies, holds harmless and defends the Members, the Manager and the Representatives (each, an “Indemnitee”) from and against any loss, expense, damage or injury suffered or sustained by them (including but not limited to indemnify any judgment, award, settlement, reasonable attorneys’ fees and hold harmlessother costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) 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 fullest extent permitted Company or any of its assets (but specifically excluding from such indemnity by lawthe Company any liability under Non-Recourse Carveout Guaranties triggered as a result of such Indemnitee’s breach thereof), the Purchasers(ii) their status as Members, each of their officers, directors, partners and employees and each person who controls the Purchasers (within the meaning Managers or Representatives of the 0000 XxxCompany, or (iii) against all lossesthe Company’s assets, claimsproperty, damages, liabilities, costs business or affairs (including, without limitation, reasonable attorney’s fees) and expenses imposed on such person caused by (i) the actions of any untrue officer, director, member or alleged untrue statement employee of a material fact contained in any Registration Statement, Prospectus the Company or any preliminary prospectus of its Subsidiaries), 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. Reasonable expenses incurred by the Indemnitee in connection with any amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon any information furnished in writing such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company by in advance of the final disposition of such Purchasers, expressly for use therein, or (ii) any violation proceeding upon receipt by the Company of any federal, state or common law, rule or regulation applicable to (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 in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse in accordance with subparagraph (cy) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus that is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made written undertaking by or on behalf of any 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 and shall survive the permitted transfer of the Registrable Securities and Additional Registrable Securitiesbut need not be secured.

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

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

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