Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereof, and each Person, if any, who controls the Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the Holder and any agents or directors, officers, members, partners, employees, agents, representatives thereofof, and each Person, if any, who controls the Holder any Investor within the meaning of the 1933 Securities Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "“Indemnified Person"”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys' ’ fees, amounts paid in settlement or expenses, joint or several several, (collectively, "“Claims"), ”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person an indemnified party is or may be a party thereto ("“Indemnified Damages"”), to which the Indemnified Person any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "“blue sky" ” laws of any jurisdiction in which Registrable Securities are offeredoffered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in 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 files any amendment thereof or supplement thereto with the SEC) 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 (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, the Canadian Securities Laws, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iiiiv) being, collectively, "“Violations"”). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel6.3, the Company shall reimburse the Indemnified PersonPersons, promptly as such expenses Indemnified Damages are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): 6.1: (Ai) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in strict conformity with information furnished in writing to the Company by any such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent , if such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus was timely made available by the Company or (II) the to such Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not Person pursuant to use such incorrect prospectusSection 3.3; and (Cii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale transfer of the Registrable Securities by the Holder Investors pursuant to the Registration StatementArticle 9.

Indemnification by Company. To The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Company willPurchasers, each of their officers, directors, partners and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereof, employees and each Person, if any, person who controls the Holder Purchasers (within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act"0000 Xxx) (each, an "Indemnified Person"), against any all losses, claims, damages, liabilities, judgmentscosts (including, fineswithout limitation, penalties, charges, costs, attorneys' reasonable attorney’s fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing ) and expenses imposed on such person caused by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement Statement, Prospectus or any post-effective preliminary prospectus or any amendment or supplement thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein 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 untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Actany federal, the 1934 Act, any other state or common law, includingrule or regulation applicable to the Company in connection with any Registration Statement, without limitation, Prospectus or any state securities lawpreliminary prospectus, or any rule amendment or regulation thereunder relating to the offer or sale supplement thereto, and shall reimburse in accordance with subparagraph (c) below, each of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, persons for any reasonable legal fees or and any other reasonable expenses reasonably incurred by him, her or it in connection with investigating or defending any such Claimclaims. Notwithstanding anything The foregoing is subject to the contrary contained hereincondition that, insofar as the indemnification agreement contained foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in this Section 6(a): (A) shall not apply to a Claim arising out of any preliminary prospectus or based upon a Violation which occurs Prospectus that is eliminated or remedied in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement Prospectus or any such amendment thereof or supplement thereto; (B) , the above indemnity obligations of the Company shall not be available inure to the extent benefit of any indemnified party if a copy of such Claim is based on (I) a failure 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 the Holder to deliver or to cause to be delivered the prospectus made available such indemnified party by the Company 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (IIor been a sufficient defense to) the Indemnified Person's use any liability of an incorrect prospectus despite being promptly advised in advance by the Company in writing not such indemnified party with respect to use such incorrect prospectus; and (Cstatement or omission. Indemnity under this Section 5(a) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person any indemnified party and shall survive the resale permitted transfer of the Registrable Securities by the Holder pursuant to the Registration Statementand Additional Registrable Securities.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Holder Holders and any agents or representatives thereof, and each Person, if any, who controls the Holder Holders within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder Holders to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder Holders pursuant to the Registration Statement.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and any agents or representatives thereofemployees, and each Person, if any, who controls the Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act and such Person’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of 1934Section 15 of the Securities Act (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration Statement Securities Act) or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, law or any rule rules or regulation regulations thereunder relating applicable to the offer or sale Company and (without limiting the preceding portions of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"this Section 3.1). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall will reimburse each of the Company Indemnified PersonParties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, promptly defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to incurred; provided that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any investigation made state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementany Holder.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and any agents or representatives thereofemployees, and each Person, if any, who controls the Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of 1934Section 15 of the Securities Act (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration Statement Securities Act) or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, law or any rule rules or regulation regulations thereunder relating applicable to the offer or sale Company and (without limiting the preceding portions of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"this Section 3.1). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall will reimburse each of the Company Indemnified PersonParties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, promptly defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to incurred; provided that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any investigation made state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementany Holder.

Indemnification by Company. To The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Company willeach Purchaser, and hereby doeseach of its officers, indemnifydirectors, hold harmless and defend the Holder and any agents or representatives thereof, partners and each Person, if any, person who controls the Holder such Purchaser (within the meaning of the 1933 Act or the Applicable Canadian Securities Exchange Act of 1934, as amended (the "1934 Act"Laws) (each, an "Indemnified Person"), against any all losses, claims, damages, liabilities, judgmentscosts (including, fineswithout limitation, penalties, charges, costs, attorneys' reasonable attorney’s fees, ) amounts paid in settlement or expenses, joint or several and expenses incurred by such person (collectively, "“Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject ”) insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise Claim arises out of or are is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredCanadian Prospectus, or the 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 the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus Prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SECSEC or Principal Regulator, 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 (iii) any violation or alleged violation by the Company of the 1933 Actany federal, the 1934 Actstate, any other provincial, territorial or common law, includingrule or regulation applicable to the Company in connection with any Registration Statement, without limitation, Prospectus or any state securities lawpreliminary Prospectus, or any rule amendment or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement supplement thereto (the matters in the foregoing clauses (i1), (ii) through and (iii) being, being collectively, "“Violations"”). Subject to , and shall reimburse, in accordance with subparagraph (c) below, each of the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, foregoing persons for any reasonable legal fees or and any other reasonable expenses reasonably incurred by him, her or it in connection with investigating or defending any such Claimclaims. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (Ai) shall not apply to a Claim by an indemnified person arising out of or based upon a Violation which that occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person 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 or any such amendment thereof or supplement theretothereto and; (Bii) shall not be available to the extent such Claim is based on (I) a failure of the Holder Purchaser to deliver or to cause to be delivered the prospectus Prospectus made available by the Company or (IIpursuant to Section 3(k) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance if such Prospectus was timely made available by the Company reasonably in writing not advance to use the time delivery of such incorrect prospectus; and (CProspectus was required of such indemnified person. Indemnity under this Section 5(a) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person any indemnified party and shall survive the resale permitted transfer of the Registrable Securities by the Holder pursuant to the Registration StatementSecurities.

Indemnification by Company. To The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Company willeach Purchaser, and hereby doeseach of its officers, indemnifydirectors, hold harmless and defend the Holder and any agents or representatives thereof, partners and each Person, if any, person who controls the Holder such Purchaser (within the meaning of the 1933 Act or the Applicable Canadian Securities Exchange Act of 1934, as amended (the "1934 Act"Laws) (each, an "Indemnified Person"), against any all losses, claims, damages, liabilities, judgmentscosts (including, fineswithout limitation, penalties, charges, costs, attorneys' reasonable attorney’s fees, ) amounts paid in settlement or expenses, joint or several and expenses incurred by such person (collectively, "“Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject ”) insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise Claim arises out of or are is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredCanadian Prospectus, or the 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 the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus Prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SECSEC or Principal Regulator, 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 (iii) any violation or alleged violation by the Company of the 1933 Actany federal, the 1934 Actstate, any other provincial, territorial or common law, includingrule or regulation applicable to the Company in connection with any Registration Statement, without limitation, Prospectus or any state securities lawpreliminary Prospectus, or any rule amendment or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement supplement thereto (the matters in the foregoing clauses (i), (ii) through and (iii) being, being collectively, "“Violations"”). Subject to , and shall reimburse, in accordance with subparagraph (c) below, each of the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, foregoing persons for any reasonable legal fees or and any other reasonable expenses reasonably incurred by him, her or it in connection with investigating or defending any such ClaimClaims. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (Ai) shall not apply to a Claim by an indemnified person arising out of or based upon a Violation which that occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person 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 or any such amendment thereof or supplement theretothereto and; (Bii) shall not be available to the extent such Claim is based on (I) a failure of the Holder Purchaser to deliver or to cause to be delivered the prospectus Prospectus made available by the Company or (IIpursuant to Section 3(k) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance if such Prospectus was timely made available by the Company reasonably in writing not advance to use the time delivery of such incorrect prospectus; and (CProspectus was required of such indemnified person. Indemnity under this Section 6(a) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person any indemnified party and shall survive the resale permitted transfer of the Registrable Securities by the Holder pursuant to the Registration StatementSecurities.

Indemnification by Company. To the fullest extent permitted by lawThe Company agrees to indemnify each Agent, the Company will, each Joint Lead Arranger and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereofeach Lender, and each Person, if any, who controls the Holder within the meaning Related Party of any of the 1933 Act or the Securities Exchange Act of 1934foregoing Persons (each such Person being called an “Indemnitee”) against, as amended (the "1934 Act") (eachand hold each Indemnitee harmless from, an "Indemnified Person"), against any and all losses, claims, damages, liabilitiesliabilities and related expenses, judgments, fines, penalties, charges, costs, attorneys' including the fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims")charges and disbursements of any counsel for any Indemnitee, incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before asserted against any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatenedIndemnitee arising out of, in respect thereof) arise out connection with, or as a result of or are based upon: (i) any untrue statement the execution or alleged untrue statement delivery of a material fact in the Registration Statement this Agreement or any post-effective amendment thereto agreement or in any filing made in connection with instrument contemplated hereby, the qualification performance by the parties hereto of their respective obligations hereunder or the consummation of the offering under the securities Transactions or any other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleadingtransactions contemplated hereby, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) Loan or the omission use or alleged omission to state therein any material fact necessary to make the statements made therein, in light intended use of the circumstances under which proceeds therefrom or any Letter of Credit or the statements therein were madeuse or intended use thereof, not misleading, or (iii) any violation transfer, sale, delivery, surrender or alleged violation 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 Letter of Credit, (v) any unauthorized communication or 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 1933 Actrights of an applicant, beneficiary, nominated person, transferee or assignee of proceeds of any Letter of Credit, (viii) the 1934 Actfraud, any forgery or illegal action of parties other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to than the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) Indemnitees with respect to any Letter of Credit, (ix) the number enforcement of legal counselthis Agreement or any rights or remedies under or in connection with any Letter of Credit Document or (x) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other 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 shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any of its Subsidiaries); provided that such amendment thereof or supplement thereto; (B) indemnity shall not not, as to any Indemnitee, be available to the extent that such Claim is based on losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (Ix) a failure the gross negligence, bad faith or wilful misconduct of the Holder to deliver such Indemnitee or to cause to be delivered the prospectus made available by (y) any action, suit, proceeding or claim solely among Indemnitees that does not involve an act or omission of the Company or (II) any of its Subsidiaries, other than any such action, suit, proceeding or claim against the Indemnified Person's use of an incorrect prospectus despite being promptly advised Administrative Agent, the Syndication Agent, any Co-Documentation Agent or any Joint Lead Arranger in advance by the Company its capacity, or in writing not to use such incorrect prospectus; and (C) fulfilling its role, as Administrative Agent, Syndication Agent, Co-Documentation Agent or Joint Lead Arranger under this Agreement. This Section shall not apply with respect to amounts paid in settlement of Taxes other than any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of Taxes that represent losses or damages arising from any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementnon-Tax claim.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus (including a prospectus supplement), or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and any agents or representatives thereofemployees, and each Person, if any, who controls the Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of 1934Section 15 of the Securities Act (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus (or prospectus supplement), preliminary prospectus (or prospectus supplement), offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration Statement Securities Act), “road show” presentation or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, law or any rule rules or regulation regulations thereunder relating applicable to the offer or sale Company and (without limiting the preceding portions of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"this Section 3.1). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall will reimburse each of the Company Indemnified PersonParties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, promptly defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to incurred; provided that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any investigation made by state or federal law (including any claim arising out of or based on behalf of any untrue statement or alleged untrue statement or omission or alleged omission in the Indemnified Person registration statement or prospectus) which occurs in reliance upon and shall survive the resale of the Registrable Securities by the in conformity with written information regarding such Holder pursuant furnished to the Registration StatementCompany by such Holder expressly for use in connection with such registration by any such Holder.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and any agents or representatives thereofemployees, and each Person, if any, who controls the Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of 1934Section 15 of the Securities Act (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration Statement Securities Act) or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, law or any rule rules or regulation regulations thereunder relating applicable to the offer or sale Company and (without limiting the preceding portions of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"this Section 3.1). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall will reimburse each of the Company Indemnified PersonParties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, promptly defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to incurred; provided that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any investigation made by state or federal law (including any claim arising out of or based on behalf of any untrue statement or alleged untrue statement or omission or alleged omission in the Indemnified Person registration statement or prospectus) which occurs in reliance upon and shall survive the resale of the Registrable Securities by the in conformity with written information regarding such Holder pursuant furnished to the Registration StatementCompany by such Holder expressly for use in connection with such registration by any such Holder.

Indemnification by Company. To The Company will, and hereby agrees to, indemnify and hold harmless, to the fullest full extent permitted by law, each holder of Registrable Securities, Purchaser, their respective affiliates and their respective partners, owners, officers, directors, shareholders, employees, advisors, agents, each other Person who participates as an underwriter, selling broker, dealer manager, or similar securities industry professional in the Company will, and hereby does, indemnify, hold harmless and defend the Holder and any agents offering or representatives thereofsale of Registrable Securities, and each Person, if any, Person who controls the Holder (within the meaning of the 1933 Securities Act or the Securities Exchange Act Act) any of 1934, as amended (the "1934 Act") foregoing Persons (each, an "Indemnified PersonINDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"), from and against any and all losses, claims, damages, liabilitiesliabilities (or actions or proceedings in respect thereof, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement whether or not such Indemnified Party is a party thereto) and expenses, joint or several (collectivelyincluding reasonable costs of investigation and legal expenses) (each, a "ClaimsLOSS" and collectively "LOSSES"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon: upon (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any post-effective amendment thereof or supplement thereto or in any filing made in connection with the qualification of the offering under the documents incorporated by reference therein), or any related statute securities or other "blue sky" laws of applications or (ii) any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which the statements therein they were made, ) not misleading; PROVIDED, (ii) HOWEVER, that the Company shall not be liable to a particular Indemnified Party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein made in any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the such Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with written information furnished in writing to the Company by any such Indemnified Person expressly Party through an instrument duly executed by such Indemnified Party, specifically stating that it is for use in connection with the preparation of the such Registration Statement or Statement. This indemnity shall be in addition to any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by liability the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheldmay otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the such holder or any Indemnified Person Party and shall survive the resale transfer of the Registrable Securities such securities by the Holder pursuant to the Registration Statementsuch holder.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus (including a prospectus supplement), or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and any agents or representatives thereofemployees, and each Person, if any, who controls the Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of 1934Section 15 of the Securities Act (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any registration statement, prospectus (or prospectus supplement), preliminary prospectus (or prospectus supplement), offering circular, Issuer Free Writing Prospectus, “road show” presentation or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein they were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light will reimburse each of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, Parties for any reasonable and documented out-of-pocket legal fees or expenses and any other reasonable and documented out-of-pocket expenses actually incurred by him, her or it in connection with investigating or investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Claim. Notwithstanding anything to Losses or action; provided that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that (a) it arises out of or is based upon a violation or alleged violation of any investigation made state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder expressly for use in connection with such registration by any such Holder, or (b) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the Indemnified Person and shall survive final or amended prospectus at or prior to the resale confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Holder pursuant to the Registration StatementSecurities Act.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Holder who holds such Registrable Securities, the Holder and any agents or directors, officers, partners, employees, agents, representatives thereofof, and each Person, if any, who controls the controls, any Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") ), (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person an indemnified party is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified PersonHolders and each such controlling person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (Ai) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus were timely made available by the Company pursuant to Section 3(c); (Bii) shall not be available to the extent such Claim is based on (Ia) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (IIb) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (Ciii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder Holders pursuant to the Registration Statement.

Indemnification by Company. To The Company agrees to indemnify and hold harmless, to the fullest full extent permitted by law, the Company willeach Holder of Registrable Securities, its Affiliates and their respective partners, officers, directors, shareholders, employees, advisors, and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereof, and each Person, if any, Person who controls the Holder (within the meaning of the 1933 Securities Act or the Securities Exchange Act of 1934, as amended (the "1934 Act"or English or French Law) (each, an "Indemnified Person"), such Persons from and against any and all losses, claims, damages, liabilities, judgmentsjudgments (or actions or proceedings in respect thereof, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement whether or not such indemnified party is a party thereto) and expenses, joint or several (collectivelyincluding reasonable costs of investigation and legal expenses) (each, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof“Loss” and collectively “Losses”) arise arising out of or are based upon: upon (iA) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement under which such Registrable Securities were Registered under the Securities Act or under the FSMA, under the rules and regulations of the AMF, or under Argentine Law (including any final, preliminary or summary Prospectus contained therein or any post-effective amendment thereof or supplement thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offereddocuments incorporated by reference therein), or the (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which the statements therein they were made, ) not misleading; provided, (ii) however, that the Company shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any of a material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein they were made, not misleading, or (iii) in any violation or alleged violation by the Company of the 1933 Actsuch case, the 1934 Act, made in any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the such Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with written information furnished in writing to the Company by any Indemnified Person such indemnified party expressly for use in connection with the preparation of thereof and provided further that the Registration Statement or any such amendment thereof or supplement thereto; (B) Company shall not be available liable to any Person who participates as an Underwriter in the offering or sale of Registrable Securities or to any other Person, if any, who controls such Underwriter within the meaning of the Securities Act, in any such case to the extent that any such Claim is based on loss, claim, damage, liability (Ior action or proceeding in respect thereof) or expense arises out of such Person’s failure to send or give a failure copy of the Holder to deliver final Offering Document, as the same may be then supplemented or to cause to be delivered amended, within the prospectus made available time required by the Company Securities Act or (II) other applicable foreign securities Laws to the Indemnified Person's use Person asserting the existence of an incorrect prospectus despite being promptly advised untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in advance by such final Offering Document. This indemnity shall be in addition to any liability the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheldmay otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person such Holder or any indemnified party and shall survive the resale transfer of the Registrable Securities such securities by the Holder pursuant to the Registration Statementsuch Holder.

Indemnification by Company. To the fullest extent permitted by law, the Company will, will indemnify and hereby does, indemnify, hold harmless and defend the each Holder and any agents or representatives thereofeach underwriter, and each Personof their respective officers, directors, affiliates, advisors, stockholders, members, partners, agents and employees and each person, if any, who controls the such Holder or underwriter within the meaning of the 1933 Securities Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, liabilities (joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), several) to which the Indemnified Person they may become subject under the Securities Act, the Exchange Act or other federal, Canadian, provincial or state law, insofar as such Claims losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based uponupon or related to any of the following statements, omissions or violations (collectively a "VIOLATION") by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto amendments or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplements thereto, or the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (including any preliminary, final prospectus (as amended or supplementedsummary prospectus, if the Company files any amendment thereof or supplement thereto with the SECthereto) included in such Registration Statement or the any omission or alleged omission to state therein any a material fact required to be stated therein or necessary to make the statements made any statement therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other lawCanadian, including, without limitation, any provincial or state securities law, law or any rule or regulation thereunder relating promulgated under the Securities Act, the Exchange Act or any Canadian, provincial or state securities law in connection with the offering covered by the Registration Statement; PROVIDED, HOWEVER, that the Company will not be liable for indemnification in any such case to the offer extent that any losses, claims, damages or sale liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact so made in reliance upon and in conformity with written information furnished to the Company by such Holder; and PROVIDED, FURTHER, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not apply or inure to the benefit of any selling Holder or underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such selling Holder or underwriter or any of their respective officers, directors, affiliates, advisors, stockholders, members, partners, agents or employees, if copies of the Registrable Securities pursuant prospectus were timely delivered to the Registration Statement Holder selling the Shares or the underwriter and a copy of the prospectus (as then amended or supplemented if the matters in Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Holder selling the foregoing clauses Shares or the underwriter to such person, if required by law so to have been delivered, and if the prospectus (ias so amended or supplemented) through (iii) beingwould have cured the defect giving rise to such loss, collectivelyclaim, "Violations")damage, liability or expense. Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel2.5(c), the Company shall reimburse the Indemnified Personwill pay to each such Holder, promptly as such expenses are incurred and are due and payableofficer, for director, affiliate, advisor, underwriter or controlling person any reasonable legal fees or other reasonable expenses reasonably incurred by him, her or it them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained hereinloss, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of claim, damage, liability or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any action as such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementexpenses are incurred.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and any agents or representatives thereofemployees, and each Person, if any, who controls the Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of 1934Section 15 of the Securities Act (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration Statement Securities Act) or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, law or any rule rules or regulation regulations thereunder relating applicable to the offer or sale Company and (without limiting the preceding portions of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"this Section 3.1). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall will reimburse each of the Company Indemnified PersonParties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in Table of Contents connection with investigating, promptly defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred and are due and payableincurred; provided, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any investigation made state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementany Holder.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereof, and each Person, if any, who controls controls, the Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person an indemnified party is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person it may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified PersonParty, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (Ai) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus were timely made available by the Company pursuant to Section 3(c); (Bii) shall not be available to the extent such Claim is based on (IA) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (IIB) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (Ciii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.

Indemnification by Company. (a) To the fullest extent permitted by law, the Company will, will indemnify and hereby does, indemnify, hold harmless and defend each Eligible Investor that holds such Registrable Securities, any underwriter (as defined in the Holder Securities Act) for the Eligible Investors, any directors or officers of such Eligible Investor or such underwriter and any agents or representatives thereof, and each Person, if any, person who controls the Holder such Eligible Investor or such underwriter within the meaning of the 1933 Securities Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, each an "Indemnified Person"), ) ------------------ against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid expenses or liabilities (joint or several) (including in settlement or expenses, joint or several of litigation) (collectively, and together with actions, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened in respect thereof, "Claims"), incurred in investigating, preparing or defending ) to ------ which any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may of them become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) upon any untrue statement of the following statements, omissions or alleged untrue statement of violations in a material fact in the Registration Statement or filed pursuant to this Agreement, any post-effective amendment thereto thereof or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements prospectus included therein, in light of the circumstances under which the statements therein were made, not misleading, : (iia) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended Registration Statement or supplemented, if the Company files any post-effective amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or ; (iiib) any violation untrue statement or alleged violation by the Company untrue statement of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters a material fact contained in the foregoing clauses prospectus (ias it may be amended or supplemented) through (iii) being, collectively, "Violations"). Subject to or the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.omission

Indemnification by Company. To In the fullest event of any registration of -------------------------- Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the Company willagrees to indemnify Purchasers, their Affiliates (as such term is defined in the Exchange Act), officers, directors, employees, stockholders, members and hereby doespartners (and the Affiliates, indemnifyofficers, hold harmless directors, employees, stockholders, members and defend the Holder and any agents or representatives partners thereof), and each Personother party who participates as an underwriter, if any, who controls in the Holder within the meaning offering or sale of the 1933 Act or the Securities Exchange Act such securities, and each Affiliate, officer, director, employee, stockholder, member and partner of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), such underwriter against any all losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, liabilities (joint or several (collectively, "Claims"several), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, proceedings (whether commenced or threatened, ) in respect thereofthereof ("Claims") arise out and expenses, as incurred ------ (including reasonable fees of counsel and any amounts paid in any settlement effected with the Company's consent, which consent shall not be unreasonably withheld or are based upon: delayed), caused by (i) any untrue statement or alleged allegedly untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredfact, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, contained in (A) any registration statement under which such Registrable Securities were registered under the Securities Act together with the documents incorporated by therein or (B) any preliminary, final or summary prospectus (or any supplement thereto together with the documents incorporated therein) contained therein and (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, law or any rule or regulation thereunder relating to promulgated under the offer Securities Act, the Exchange Act or any state securities law in connection with the sale of the Registrable Securities pursuant Securities; except in each case to the Registration Statement (extent the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees Claim or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising expense arises out of an untrue statement or based upon a Violation which occurs in reliance upon and in conformity with omission resulting from information that any other party furnished in writing to the Company by any Indemnified Person expressly for use therein or such party's failure to deliver information required to be included therein or by such party's failure to deliver a copy, in accordance with its legal obligations, of the registration statement or prospectus or any amendments or supplements thereto to any purchaser after the Company has furnished such party with a sufficient number of copies of the relevant documents. In connection with the preparation of the Registration Statement a firm or any such amendment thereof or supplement thereto; (B) shall not be available best efforts underwritten offering, to the extent such Claim is based on customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each party who controls the underwriters (I) a failure within the meaning of the Holder to deliver or to cause to be delivered Securities Act and the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the CompanyExchange Act), which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementextent customary in such agreements.

Indemnification by Company. To The Company agrees to indemnify, to -------------------------- the fullest extent permitted by law, the Company willeach Holder, each of its officers, trustees, trust beneficiaries, directors, employees and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereofpartners, and each Person, if any, Person who controls the such Holder within the meaning of the 1933 Act or Section 15 of the Securities Act and Section 20(a) of the Exchange Act of 1934, as amended (the "1934 Act") (each, an a "Stockholder ----------- Indemnified PersonParty"), ) against any and all losses, claims, damages, liabilitiesliabilities or ----------------- expenses (including, judgmentswithout limitation, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expensesthe reasonable legal fees and expenses of legal counsel), joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), ) to which the Indemnified Person they or ------- any of them may become subject subject: (i) under the Securities Act, the Exchange Act, or otherwise, insofar as such Claims Damages (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement any registration statement, prospectus, preliminary prospectus or any post-effective amendment thereto or in to any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredforegoing, or the arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, ; or (ii) any untrue statement as a result of or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto connection with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation of applicable federal, state or alleged violation foreign laws or regulations (collectively, "Laws") by the Company ---- (other than as a result of any act committed by or omission of a Stockholder Indemnified Party without the Company's approval) or any of the 1933 ActCompany's employees, the 1934 Act, officers or directors in connection with any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, such registration and the Company shall will reimburse the any Stockholder Indemnified Person, promptly as such expenses are incurred and are due and payable, Party for any reasonable legal fees or other reasonable expenses reasonably incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to claim or threatened claim for such Damages; provided, -------- however, that the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall Company will not apply be liable to a Claim arising Stockholder Indemnified Party ------- if any such Damages arise out of or are based upon a Violation which occurs any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information furnished in writing to the Company by any or on behalf of such Stockholder Indemnified Person expressly Party in a signed document stating that such information is specifically for use therein; provided, further, that the foregoing indemnity -------- ------- is subject to the condition that, insofar as it related to any untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus but eliminated or remedied in the final prospectus (filed pursuant to Rule 424(b) under the Securities Act), such indemnity shall not inure to the benefit of a Holder from whom the Person asserting any Damages purchased the Registrable Securities which are the subject thereof, if copies of such final prospectus were delivered to such Holder on a timely basis and such Holder did not deliver to such Person the final prospectus with or prior to the written confirmation for the sale of such Registrable Securities to such Person. In connection with an Underwritten Offering, the preparation of Company will indemnify the Registration Statement or any such amendment underwriters thereof or supplement thereto; (B) shall not be available to the same extent such Claim is based on (I) as provided above with respect to the indemnification of Stockholder Indemnified Parties and use its reasonable best efforts to obtain a failure of reciprocal and mutual indemnity from the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheldunderwriters. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the such Stockholder Indemnified Person Party and shall survive any transfer by the resale same of the Registrable Securities by of the Holder pursuant to the Registration StatementHolders.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder and any agents or representatives thereofformer officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees, and each Person, if any, who controls the Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of 1934Section 15 of the Securities Act (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually and reasonably incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration Statement Securities Act) or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, law or any rule rules or regulation regulations thereunder relating applicable to the offer or sale Company and (without limiting the preceding portions of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"this Section 4.1). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall will reimburse each of the Company Indemnified PersonParties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, promptly defending or, subject to the last sentence of this Section 4.1, settling any such Losses or action, as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to incurred; provided that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any investigation made state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementany Holder.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and any agents or representatives thereofemployees, and each Person, if any, who controls the Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of 1934Section 15 of the Securities Act (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration Statement Securities Act) or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, law or any rule rules or regulation regulations thereunder relating applicable to the offer or sale Company and (without limiting the preceding portions of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"this Section 3.1). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall will reimburse each of the Company Indemnified PersonParties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, promptly defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred and are due and payableincurred; provided, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any investigation made state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementany Holder.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus (including a prospectus supplement), or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and any agents or representatives thereofemployees, and each Person, if any, who controls the Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of 1934Section 15 of the Securities Act (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any registration statement, prospectus (or prospectus supplement), preliminary prospectus (or prospectus supplement), offering circular, Issuer Free Writing Prospectus, “road show” presentation or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein they were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light will reimburse each of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, Parties for any reasonable and documented out-of-pocket legal fees or expenses and any other reasonable and documented out-of-pocket expenses actually incurred by him, her or it in connection with investigating or investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Claim. Notwithstanding anything to Losses or action; provided that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that (a) it arises out of or is based upon a violation or alleged violation of any investigation made state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder expressly for use in connection with such registration by any such Holder, or (b) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and such Hxxxxx failed to deliver a copy of the Indemnified Person and shall survive final or amended prospectus at or prior to the resale confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Holder pursuant to the Registration StatementSecurities Act.

Indemnification by Company. To The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Company willeach Purchaser, and hereby doeseach of its officers, indemnifydirectors, hold harmless and defend the Holder and any agents or representatives thereof, partners and each Person, if any, person who controls the Holder such Purchaser (within the meaning of the 1933 Act or the Applicable Canadian Securities Exchange Act of 1934, as amended (the "1934 Act"Laws) (each, an "Indemnified Person"), against any all losses, claims, damages, liabilities, judgmentscosts (including, fineswithout limitation, penalties, charges, costs, attorneys' reasonable attorney’s fees, ) amounts paid in settlement or expenses, joint or several and expenses incurred by such person (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject ) insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise Claim arises out of or are is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredCanadian Prospectus, or the 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 the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus Prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SECSEC or Principal Regulator, 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 (iii) any violation or alleged violation by the Company of the 1933 Actany federal, the 1934 Actstate, any other provincial, territorial or common law, includingrule or regulation applicable to the Company in connection with any Registration Statement, without limitation, Prospectus or any state securities lawpreliminary Prospectus, or any rule amendment or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement supplement thereto (the matters in the foregoing clauses (i), (ii) through and (iii) being, being collectively, "Violations"). Subject to , and shall reimburse, in accordance with subparagraph (c) below, each of the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, foregoing persons for any reasonable legal fees or and any other reasonable expenses reasonably incurred by him, her or it in connection with investigating or defending any such ClaimClaims. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (Ai) shall not apply to a Claim by an indemnified person arising out of or based upon a Violation which that occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person 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 or any such amendment thereof or supplement theretothereto and; (Bii) shall not be available to the extent such Claim is based on (I) a failure of the Holder Purchaser to deliver or to cause to be delivered the prospectus Prospectus made available by the Company or (IIpursuant to Section 3(i) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance if such Prospectus was timely made available by the Company reasonably in writing not advance to use the time delivery of such incorrect prospectus; and (CProspectus was required of such indemnified person. Indemnity under this Section 6(a) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person any indemnified party and shall survive the resale permitted transfer of the Registrable Securities by the Holder pursuant to the Registration StatementSecurities.

Indemnification by Company. To the fullest extent permitted by lawThe Company agrees to indemnify each Agent, the Company will, each Joint Lead Arranger and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereofeach Lender, and each Person, if any, who controls the Holder within the meaning Related Party of any of the 1933 Act or the Securities Exchange Act of 1934foregoing Persons (each such Person being called an “Indemnitee”) against, as amended (the "1934 Act") (eachand hold each Indemnitee harmless from, an "Indemnified Person"), against any and all losses, claims, damages, liabilitiesliabilities and related expenses, judgments, fines, penalties, charges, costs, attorneys' including the fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims")charges and disbursements of Credit Agreement any counsel for any Indemnitee, incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before asserted against any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatenedIndemnitee arising out of, in respect thereof) arise out connection with, or as a result of or are based upon: (i) any untrue statement the execution or alleged untrue statement delivery of a material fact in the Registration Statement this Agreement or any post-effective amendment thereto agreement or in any filing made in connection with instrument contemplated hereby, the qualification performance by the parties hereto of their respective obligations hereunder or the consummation of the offering under the securities Transactions or any other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleadingtransactions contemplated hereby, (ii) any untrue statement Loan or alleged untrue statement 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 Several L/C Agent to honor a material fact contained in the final prospectus (as amended or supplemented, demand for payment under a Letter of Credit if the Company files any amendment thereof or supplement thereto documents presented in connection with such demand do not strictly comply with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made thereinterms of such Letter of Credit), in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation transfer, sale, delivery, surrender or alleged violation 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 Letter of Credit, (v) any unauthorized communication or 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 1933 Actrights of an applicant, beneficiary, nominated person, transferee or assignee of proceeds of any Letter of Credit, (viii) the 1934 Actfraud, any forgery or illegal action of parties other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to than the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) Indemnitees with respect to any Letter of Credit, (ix) the number enforcement of legal counselthis Agreement or any rights or remedies under or in connection with any Letter of Credit Document or (x) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other 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 shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any of its Subsidiaries); provided that such amendment thereof or supplement thereto; (B) indemnity shall not not, as to any Indemnitee, be available to the extent that such Claim is based on losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (Ix) a failure the gross negligence, bad faith or wilful misconduct of the Holder to deliver such Indemnitee or to cause to be delivered the prospectus made available by (y) any action, suit, proceeding or claim solely among Indemnitees that does not involve an act or omission of the Company or (II) any of its Subsidiaries, other than any such action, suit, proceeding or claim against the Indemnified Person's use of an incorrect prospectus despite being promptly advised Administrative Agent, the Syndication Agent, any Co-Documentation Agent or any Joint Lead Arranger in advance by the Company its capacity, or in writing not to use such incorrect prospectus; and (C) fulfilling its role, as Administrative Agent, Syndication Agent, Co-Documentation Agent or Joint Lead Arranger under this Agreement. This Section shall not apply with respect to amounts paid in settlement of Taxes other than any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of Taxes that represent losses or damages arising from any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementnon-Tax claim.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the Holder and any agents or directors, officers, members, partners, employees, agents, representatives thereofof, and each Person, if any, who controls the Holder any Investor within the meaning of the 1933 Securities Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' reasonable attorneys fees, amounts paid in settlement or expenses, joint or several several, (collectively, "Claims"), ) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person an indemnified party is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" sky laws of any jurisdiction in which Registrable Securities are offeredoffered (Blue Sky Filing), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in 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 files any amendment thereof or supplement thereto with the SEC) 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 (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, the Canadian Securities Laws, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iiiiv) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel6.3, the Company shall reimburse the Indemnified PersonPersons, promptly as such expenses Indemnified Damages are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): 6.1: (Ai) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in strict conformity with information furnished in writing to the Company by any such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent , if such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus was timely made available by the Company or (II) the to such Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not Person pursuant to use such incorrect prospectusSection 3.3; and (Cii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale transfer of the Registrable Securities by the Holder Investors pursuant to the Registration StatementArticle 9.

Indemnification by Company. To the fullest extent permitted by lawapplicable Law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” Laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees and any agents or representatives thereofAffiliates, and each Personof its representatives, if any, who controls the each Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act of 1934and each underwriter (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (including reasonable attorney’s fees and expenses and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration Statement Securities Act) or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, Law or any rule rules or regulation regulations thereunder relating applicable to the offer or sale Company and (without limiting the preceding portions of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"this Section 3.1). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall will reimburse each of the Company Indemnified PersonParties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, promptly defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to incurred; provided that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any investigation made state or federal Law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder, it being understood and agreed that the Indemnified Person and shall survive the resale only such information furnished by or on behalf of any Holder consists of the Registrable Securities by the Holder pursuant to the Registration Statementinformation described as such in Section 3.2 below.

Indemnification by Company. To the fullest extent permitted by law, the The Company will, agrees to indemnify and hereby does, indemnify, hold harmless the Representative and defend the Holder other members of the Underwriting Group and any agents or representatives thereofeach officer, director, employee, representative, agent, surety, guarantor, and each Person, if any, person who controls the Holder Representative or any other member of the Underwriting Group within the meaning of Section 15 of the 1933 Act against any and all losses, claims, damages or the Securities Exchange Act of 1934liabilities, joint or several, or litigation, arbitration or mediation proceedings (collectively referred to as amended (the "1934 Act") (each, an "Indemnified Personlitigation"), against including any and all awards or judgments rendered in connection therewith, to which they or any of them may become subject under the Act or any other statute or at common law and to reimburse the persons indemnified for any legal or other expenses (including the cost of any investigation and preparation) incurred by them in connection with any litigation, whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid liabilities and litigation (including awards and/or judgments in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereofconnection therewith) arise out of or are based upon: (i) upon any matter relating to the Public Offering, including without limitation any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto and the Prospectus and related exhibits included in the Registration Statement or any application or other document filed in any filing made in connection with order to qualify the qualification Shares under the blue sky or securities laws of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredstates where filings were made, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) all as of the date when the Registration Statement or such amendment, as the case may be, becomes effective, or any untrue statement or alleged untrue statement of a material fact contained in the final prospectus Prospectus (as amended or supplemented, supplemented if the Company files shall have filed with the Commission any amendment amendments thereof or supplement thereto with the SEC) supplements thereto), or the omission or alleged omission to state therein any a material fact necessary in order to make the statements made therein, in the light of the circumstances under which the statements therein they were made, not misleading; provided, or (iii) any violation or alleged violation by however that the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification indemnity agreement contained in this Section 6(a): (A) 6.1 shall not apply to a Claim the Representative or any of the other members of the Underwriting Group or any person controlling the Representative or any other member of the Underwriting Group in respect of any such losses, claims, damages, liabilities or litigation arising out of or based upon a Violation which occurs in reliance upon information peculiarly within the knowledge of the Representative or another member of the Underwriting Group and in conformity with information furnished in writing to the Company by any Indemnified Person expressly a member of the Underwriting Group specifically for use in connection with the preparation of the Registration Statement and Prospectus or any such amendment thereof or supplement thereto; (B) shall not be available thereto and such person in making any such statement, or any such omission or alleged omission, knowingly and willfully violated applicable law or was guilty of gross negligence in connection therewith. This indemnity agreement is in addition to any other liability which the Company may otherwise have to the extent such Claim is based on (I) a failure Representative and other members of the Holder to deliver Underwriting Group or to cause to any person controlling the Representative or a member of the Underwriting Group. Each member of the Underwriting Group agrees within ten (10) days after the receipt by it of written notice of the commencement of any action against it or against any person controlling it as aforesaid, in respect of which indemnity may be delivered the prospectus made available by sought from the Company or (II) on account of the Indemnified Person's use of an incorrect prospectus despite being promptly advised indemnity agreement contained in advance by this Section 6.1 to notify the Company in writing of the commencement thereof. The failure of such a member of the Underwriting Group so to notify the Company of any such action shall relieve the person to whom such notice was not given from any liability which it may have to use such incorrect prospectus; and (C) that member of the Underwriting Group or any person controlling it as aforesaid on account of the indemnity agreement contained in this Section 6.1, but shall not apply relieve the Company from any other liability which it may have to amounts paid that member of the Underwriting Group or such controlling person. In case any such action shall be brought against the Representative or any other member of the Underwriting Group or any such controlling person and the Representative or other member of the Underwriting Group shall notify the Company of the commencement thereof, the Company shall be entitled to participate in settlement (and, to the extent that it shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by legal counsel of recognized standing and reasonably satisfactory to such member of the Underwriting Group or such controlling person or persons, which is a defendant or which are defendants in such litigation. No settlement, compromise or other disposition of any Claim if such settlement is effected litigation shall be made by the Company without the prior written consent of the Representative and the other persons indemnified hereunder. Conversely, any settlement, compromise or other disposition shall require the Company's written consent and to the extent the Company does not consent to any such settlement, which consent compromise or other disposition of any such litigation, the Company shall not be unreasonably withheldliable for amounts paid in connection therewith. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf If the Company elects to direct such defense, the Company agrees to furnish to each indemnified member of the Indemnified Person Underwriting Group at its request, copies of all pleadings therein and shall survive the resale to apprise each indemnified member of the Registrable Securities by Underwriting Group of all developments therein, all at the Holder pursuant Company's expense, and to permit the Registration StatementRepresentative and each indemnified member of the Underwriting Group to be an consultant therein.

Indemnification by Company. To The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Company willeach Purchaser, and hereby doeseach of its officers, indemnifydirectors, hold harmless and defend the Holder and any agents or representatives thereof, partners and each Person, if any, person who controls the Holder such Purchaser (within the meaning of the 1933 Act or the Applicable Canadian Securities Exchange Act of 1934, as amended (the "1934 Act"Laws) (each, an "Indemnified Person"), against any all losses, claims, damages, liabilities, judgmentscosts (including, fineswithout limitation, penalties, charges, costs, attorneys' reasonable attorney’s fees, ) amounts paid in settlement or expenses, joint or several and expenses incurred by such person (collectively, "“Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject ”) insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise Claim arises out of or are is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredCanadian Prospectus, or the 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 the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus Prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SECSEC or Principal Regulator, 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 (iii) any violation or alleged violation by the Company of the 1933 Actany federal, the 1934 Actstate, any other provincial, territorial or common law, includingrule or regulation applicable to the Company in connection with any Registration Statement, without limitation, Prospectus or any state securities lawpreliminary Prospectus, or any rule amendment or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement supplement thereto (the matters in the foregoing clauses (i), (ii) through and (iii) being, being collectively, "“Violations"”). Subject to , and shall reimburse, in accordance with subparagraph (c) below, each of the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, foregoing persons for any reasonable legal fees or and any other reasonable expenses reasonably incurred by him, her or it in connection with investigating or defending any such ClaimClaims. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (Ai) shall not apply to a Claim by an indemnified person arising out of or based upon a Violation which that occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person 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 or any such amendment thereof or supplement theretothereto and; (Bii) shall not be available to the extent such Claim is based on (I) a failure of the Holder Purchaser to deliver or to cause to be delivered the prospectus Prospectus made available by the Company or (IIpursuant to Section 3(i) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance if such Prospectus was timely made available by the Company reasonably in writing not advance to use the time delivery of such incorrect prospectus; and (CProspectus was required of such indemnified person. Indemnity under this Section 6(a) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person any indemnified party and shall survive the resale permitted transfer of the Registrable Securities by the Holder pursuant to the Registration StatementSecurities.

Indemnification by Company. To The Company shall indemnify the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Holder Administrative Agent (and any agents or representatives sub-agent thereof), each Lender and the Several L/C Agent, and each Person, if any, who controls the Holder within the meaning Related Party of any of the 1933 Act or the Securities Exchange Act of 1934foregoing Persons (each such Person being called an “Indemnitee”) against, as amended (the "1934 Act") (eachand hold each Indemnitee harmless from, an "Indemnified Person"), against any and all losses, claims, damages, liabilitiesliabilities and related expenses (including, judgmentswithout limitation, fines, penalties, charges, costs, attorneys' the reasonable and documented out-of-pocket fees, amounts paid disbursements and other charges of a single primary counsel for the Indemnitees and, if reasonably necessary, a single local counsel in settlement each relevant material jurisdiction, unless there exists a perceived or expenses, joint or several actual conflict of interest among Indemnitees (collectively, "Claims"as reasonably determined by such Indemnitee), incurred in investigatingwhich case such expenses shall include the reasonable and documented out-of-pocket fees and disbursements of one additional counsel in each relevant material jurisdiction and, preparing or defending any actionif reasonably necessary, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other of one regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages")counsel, to which each group of similarly affected Indemnitees) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Indemnified Person may become subject insofar as such Claims (Company or actions or proceedings, whether commenced or threatenedany other Loan Party) arising out of, in respect thereof) arise out connection with, or as a result of or are based upon: (i) the execution or delivery of this Agreement, any untrue statement other Loan Document or alleged untrue statement of a material fact any agreement or instrument contemplated hereby or thereby (including, without limitation, the Indemnitee’s reliance on any communication executed using an Electronic Signature, or in the Registration Statement form of an Electronic Record the performance by the parties hereto of their respective obligations hereunder or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredthereunder, or the omission consummation of the transactions contemplated hereby or alleged omission to state a material fact required to be stated therein or necessary to make the statements thereinthereby, or, in light the case of the circumstances under which Administrative Agent (and any sub agent thereof) and its Related Parties only, the statements therein were made, not misleadingadministration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 2.14)), (ii) any untrue statement Loan or alleged untrue statement Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Several L/C Agent to honor a material fact contained in the final prospectus (as amended or supplemented, demand for payment under a Letter of Credit if the Company files any amendment thereof or supplement thereto documents presented in connection with such demand do not strictly comply with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made thereinterms of such Letter of Credit), in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation 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 beneficiary of any Letter of Credit, (v) any unauthorized communication or 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 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 Letter of Credit Document, (x) any actual or alleged violation presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities lawits Subsidiaries, or any rule Environmental Liability related in any way to the Borrower or regulation thereunder any of its Subsidiaries, or (xi) any actual or prospective claim, litigation, investigation or proceeding relating to the offer or sale any of the Registrable Securities pursuant to foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Registration Statement Company or any other Loan Party, and regardless of whether any Indemnitee is a party thereto (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number and regardless of legal counselwhether such matter is initiated by a third party, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any of its Subsidiaries); provided that such amendment thereof or supplement thereto; (B) indemnity shall not not, as to any Indemnitee, be available to the extent that such Claim is based on losses, claims, damages, liabilities or related expenses (Ix) are determined by a failure court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such Indemnitee or (y) result from a claim not involving an act or omission of the Holder to deliver Company and that is brought by an Indemnitee against another Indemnitee (other than against the Arranger or to cause to be delivered the prospectus made available by Administrative Agent in their capacities as such). Without limiting the Company or (II) the Indemnified Person's use provisions of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (CSection 2.14(b), this Section 9.03(b) shall not apply with respect to amounts paid in settlement of Taxes other than any Claim if such settlement is effected without the prior written consent of the CompanyTaxes that represent losses, which consent shall not be unreasonably withheldclaims, damages, etc. Such indemnity shall remain in full force and effect regardless of arising from any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.non-Tax claim. Credit Agreement

Indemnification by Company. To The Company will, and hereby agrees to, indemnify and hold harmless, to the fullest full extent permitted by law, each holder of Registrable Securities, its Affiliates and their respective officers, directors, shareholders, employees, advisors, agents, each other Person who participates as an underwriter, selling broker, dealer manager, or similar securities industry professional in the Company will, and hereby does, indemnify, hold harmless and defend the Holder and any agents offering or representatives thereofsale of Registrable Securities, and each Person, if any, Person who controls the Holder (within the meaning of the 1933 Securities Act or the Securities Exchange Act Act) any of 1934the foregoing Persons (collectively, as amended (the "1934 ActIndemnified Holder Parties") (each, an "Indemnified Person"), from and against any and all losses, claims, damages, liabilitiesliabilities (or actions or proceedings in respect thereof, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement whether or not such Indemnified Holder Party is a party thereto) and expenses, joint or several (collectivelyincluding reasonable costs of investigation and legal expenses) (each, a "ClaimsLoss" and collectively "), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto (Losses"Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon: upon (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any post-effective amendment thereof or supplement thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offereddocuments incorporated by reference therein), or the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which the statements therein they were made, ) not misleading; provided, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplementedhowever, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of that the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereof, and each Person, if any, who controls the Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified iIndemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.