Common use of Company's Indemnification Clause in Contracts

Company's Indemnification. In the event of any registration under the Act of any Warrant Shares pursuant to this Article 3, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares and each other person, if any, who controls such Warrantholder within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares against any losses, claims, damages or liabilities, joint or several, to which such Warrantholder or controlling person or participating person may become subject under the Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon: (a) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expense.

Company's Indemnification. In the event of any registration under the Securities Act of any Warrant Shares pursuant to this Article 3Section 4, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares and each other person, if any, who controls such Warrantholder within the meaning of Section 15 of the Securities Act and each other person (including underwriters) who participates in the offering of such Warrant Shares underlying securities, against any losses, claims, damages or liabilities, joint or several, to which such Warrantholder or controlling person or participating person may become subject under the Securities Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses reasonably incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDEDprovided, HOWEVERhowever, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expense.

Company's Indemnification. In To the event of any registration under the Act of any Warrant Shares pursuant to this Article 3extent permitted by law, the Company hereby agrees to shall indemnify and hold harmless Holder and each Warrantholder disposing of its officers, partners, directors, employees and representatives, each underwriter of such Warrant Shares thereunder and each other person, if any, who controls Holder or such Warrantholder underwriter within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares Act, against any losses, damages, costs, claims, damages or expenses and liabilities, joint or severalincluding, without limitation, reasonable attorneys', paralegals' and accountants' fees and expenses, before and at trial and at all applicable appellate levels (individually and collectively, "Losses"), to which such Warrantholder or controlling person or participating person they may become subject under the Act or otherwiseother federal or state law, in so far insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained, on the effective date thereof, contained in any such registration statement under which such Warrant Shares were registered under the Act, in including any preliminary prospectus or final prospectus contained therein, therein or in any amendment amendments or supplement supplements thereto, or arise out of or are based upon and/or (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDED, HOWEVERhowever, that the Company will shall not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises Losses arise out of or is are based upon: upon (ai) an untrue statement or alleged untrue statement or omission or alleged omission so made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by Holder, any such Warrantholder underwriter or any such controlling or participating person, as the case may be, person in writing specifically for use in the preparation thereofsuch registration statement or prospectus; or (bii) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails Holder's failure to deliver such a copy of the final prospectus as so then amended or supplemented prior after the Company has furnished Holder with a sufficient number of copies of the same, but only if delivery of same is required by law and the same would have cured the defect giving rise to or concurrently with the sale of Warrant Shares to the person asserting any such loss, claim, damage, liability or expenseLosses.

Company's Indemnification. In the event of any registration under the Act of any Warrant Shares pursuant to this Article 3, the Company hereby agrees to indemnify and hold harmless each Warrantholder Warrant Holder disposing of such Warrant Shares and each other person, if any, who controls such Warrantholder Warrant Holder within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares against any losses, claims, damages or liabilities, joint or several, to which such Warrantholder Warrant Holder or controlling person or participating person may become subject under the Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder Warrant Holder and each such controlling person or participating person for any legal or any other expenses incurred by such Warrantholder Warrant Holder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDEDprovided, HOWEVERhowever, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon: (a) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Warrantholder Warrant Holder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder Warrant Holder and such Warrantholder Warrant Holder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expense.

Company's Indemnification. In To the event of any registration under the Act of any Warrant Shares pursuant to this Article 3fullest extent permitted by law, the Company hereby agrees to shall indemnify and hold harmless each Warrantholder disposing Rightsholder, each underwriter (as defined in the Securities Act) for the Rightsholders, each Person, if any, who controls each Rightsholder or each underwriter within the meaning of such Warrant Shares the Securities Act, and each of their respective constituent partners, members, employees, agents, contractors, officers and directors against any losses, claims, damages, fines, penalties, assessments by public agencies, settlement, costs and expenses (including costs of preparation and reasonable attorneys' fees) and other personliabilities (any of the foregoing being a "Loss") that relate in any way to any Violation. The Company shall pay to each Person entitled to indemnification under this Section 6.1 the amount of Losses they incur as they incur such Losses. However, the Company will not need to pay any indemnified Person the amount of (i) Losses that are settlement payments if such indemnified Person makes the settlement without the Company's consent (so long as the Company did not unreasonably withhold its consent), or (ii) Losses to the extent such Losses arise out of a Violation that occurs because the Company relied on written information about the indemnified Person that the indemnified Person furnished to the Company expressly for the Company to use in connection with the applicable registration or (iii) Losses, in the case of any Person who participates as an underwriter in the offering or sale of Registrable Shares or any other Person, if any, who controls such Warrantholder underwriter within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares against Securities Act, or any lossesconstituent partner, claimsmember, damages employee, agent, contractor, officer or liabilities, joint or several, to which such Warrantholder or controlling person or participating person may become subject under the Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement director of any material fact containedsuch underwriter, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises Losses arise out of such underwriter's failure to send or is based upon: (a) give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary at or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished prior to the Company by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with written confirmation of the sale of Warrant Registrable Shares to the person asserting such loss, claim, damage, liability Person if such statement or expenseomission was corrected in such final prospectus.

Company's Indemnification. In the event of any registration under the Securities Act of any Warrant Shares Registrable Securities pursuant to this Article 3II, the Company hereby agrees to execute an agreement with any underwriter participating in the offering thereof containing such underwriter's standard representations and indemnification provisions and to indemnify and hold harmless each Warrantholder holder disposing of such Warrant Shares and Registrable Securities, each other personPerson, if any, who controls such Warrantholder holder within the meaning of Section 15 of the Securities Act and each other person Person (including underwriterseach underwriter and each Person who controls such underwriter) who participates in the offering of such Warrant Shares Registrable Securities, against any losses, claims, damages or liabilities, joint or several, to which such Warrantholder or holder, controlling person or participating person may become subject under the Securities Act or otherwise, in so far insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, contained in any registration statement under which such Warrant Shares were the Registrable Securities are registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder and each such holder, controlling person or and participating person for any legal or any other expenses reasonably incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDED, HOWEVER, that the Company will not be liable in any case to any such case holder, controlling person or participating person to the extent that any such loss, claim, damage or liability arises out of or is based upon: (a) an results from any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Warrantholder holder or any other person who participates as an underwriter in the offering or sale of such securities, in either case, specifically stating that it is for use in the preparation thereof or controlling or participating person, as the case may be, specifically for use in the preparation thereof; . Such indemnity shall remain in full force and effect regardless of any investigation made by or (b) an untrue statement on behalf of any holder disposing of Registrable Securities or alleged untrue statement, omission any such underwriter or alleged omission in a prospectus if controlling person and shall survive the transfer of such untrue statement securities by such holder and the expiration or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale termination of Warrant Shares to the person asserting such loss, claim, damage, liability or expensethis Agreement.

Company's Indemnification. In the event of any registration of any securities of the Company under the Act of any Warrant Shares pursuant to this Article 3Securities Act, the Company will, and hereby agrees to does, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 6.1, each Warrantholder disposing Selling Stockholder of any Registrable Securities covered by such registration statement, each officer and director of each underwriter and each Selling Stockholder, each other person who participates as an underwriter in the offering or sale of such Warrant Shares securities and each other person, if any, who controls any Selling Stockholder or any such Warrantholder underwriter within the meaning of Section 15 of the Securities Act and each other person (including underwriters) who participates in the offering of such Warrant Shares against any losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which any such Warrantholder Selling Stockholder or any such director or officer or participating or controlling person or participating person may become subject under the Securities Act or otherwise, in so far insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, contained in any registration statement under which such Warrant Shares securities were registered under the Securities Act, in any preliminary prospectus or (unless any such statement is corrected in a subsequent prospectus and Selling Stockholder (and the underwriters, if any) is given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus contained or summary prospectus included therein, or in any amendment or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation by the Company of any securities laws, and the Company will reimburse each such Warrantholder Selling Stockholder and each such director, officer, participating person and controlling person or participating person for any legal or any other expenses reasonably incurred by such Warrantholder or such controlling person or participating person them in connection with investigating or defending any such loss, claim, damageliability, liability action or proceeding; PROVIDEDprovided, HOWEVERhowever, that the Company will shall not be liable to any Selling Stockholder, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said any such preliminary or prospectus, final prospectus or said prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such Warrantholder seller, director, officer, participating person or such controlling or participating person, as the case may be, specifically person for use in the preparation thereof; or (b) an untrue statement or alleged untrue , which information was expressly provided for use in the registration statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statementpreliminary prospectus, omission or alleged omission is corrected in an final prospectus, summary prospectus, amendment or supplement to the prospectus which amendment supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or supplement is delivered to on behalf of any such Warrantholder Selling Stockholder or any such director, officer, participating person or controlling person and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expense.shall survive the

Company's Indemnification. In the event of any registration of any Registrable Securities of the Company under the Act of any Warrant Shares pursuant to this Article 3Securities Act, the Company will, and hereby agrees to does, indemnify and hold harmless each Warrantholder disposing of such Warrant Shares harmless, the Selling Stockholder, and each other person, if any, who controls such Warrantholder the Selling Stockholder within the meaning of Section 15 of the Securities Act and each other person (including underwriters) who participates in the offering of such Warrant Shares against any losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which such Warrantholder or controlling person or participating person the Selling Stockholder may become subject under the Securities Act or otherwise, in so far insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, contained in any registration statement under which such Warrant Shares Registrable Securities were registered under the Securities Act, in any preliminary prospectus, final prospectus or final summary prospectus contained included therein, or in any amendment or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by the Company of any securities laws, and the Company will reimburse such Warrantholder and each such controlling person or participating person the Selling Stockholder for any legal or any other expenses reasonably incurred by such Warrantholder or such controlling person or participating person him in connection with investigating or defending any such loss, claim, damageliability, liability action or proceeding; PROVIDEDprovided, HOWEVERhowever, that the Company will shall not be liable to the Selling Stockholder, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said any such preliminary or prospectus, final prospectus or said prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by such Warrantholder or such controlling or participating personunder the direction of the Selling Stockholder, as the case may be, specifically for use in the preparation thereof; . Such indemnity shall remain in full force and effect regardless of any investigation made by or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if on behalf of the Selling Stockholder and shall survive the transfer of such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to Registrable Securities by the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseSelling Stockholder.

Company's Indemnification. In Whether or not the event transactions ------------------------- contemplated hereby are consummated, Company shall indemnify, defend and hold Agent-Related Persons, Collateral Agent-Related Persons and each Bank and each of its respective officers, directors, employees, counsel, agents, attorneys-in- fact and Affiliates (each, an "Indemnified Person") harmless from and against ------------------ any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Professional Costs) of any registration under kind or nature whatsoever which may at any time (including at any time following repayment of the Act Loans and the termination, resignation or replacement of Agent or Collateral Agent or replacement of any Warrant Shares pursuant to this Article 3Bank) be imposed on, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares and each other person, if any, who controls such Warrantholder within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares incurred by or asserted against any losses, claims, damages such Person in any way relating to or liabilities, joint or several, to which such Warrantholder or controlling person or participating person may become subject under the Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained thereinthis Agreement, or in any amendment document contemplated by or supplement theretoreferred to herein, or arise out of the transactions contemplated hereby or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingthereby, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred action taken or omitted by any such Warrantholder Person under or such controlling person or participating person in connection with investigating any of the foregoing, including with respect to any investigation, litigation or defending proceeding (including any such loss, claim, damage, liability Insolvency Proceeding or appellate proceeding; PROVIDED, HOWEVER, that the Company will not be liable in any such case ) related to the extent that any such loss, claim, damage or liability arises arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is based upon: a party thereto (a) an untrue statement all the foregoing, collectively, the "Indemnified Liabilities"); provided that Company ----------------------- -------- shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or alleged untrue statement or omission or alleged omission made willful misconduct of such Indemnified Person. The agreements in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale this Section shall survive payment of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseall other Obligations.

Company's Indemnification. In the event case of any registration under the Act each offering of any Warrant Shares pursuant to this Article 3Registrable Securities, the Company hereby agrees to indemnify and hold harmless the Shareholder, each Warrantholder disposing of such Warrant Shares and each other personPerson, if any, who controls such Warrantholder the Shareholder within the meaning of Section 15 of the Securities Act and each other person Person (including underwriterseach underwriter and each Person who controls such underwriter) who participates in the offering of such Warrant Shares Registrable Securities, against any losses, claims, damages or liabilities, joint or several, to which such Warrantholder or the Shareholder, controlling person or participating person may become subject under the Securities Act or otherwise, in so far as such against any and all losses, claims, damages or liabilities (or proceedings in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, contained in any registration statement under which such Warrant Shares were the Registrable Securities are registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or document incorporated by reference therein or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder and each such the Shareholder, the controlling person or and participating person for any legal or any other expenses reasonably incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDEDprovided, HOWEVERhowever, that the Company will not be liable in any such case to the Shareholder, the controlling Person or participating Person to the extent that any such loss, claim, damage or liability arises out of or is based upon: (a) an results from any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by the Shareholder or any other person who participates as an underwriter in the offering or sale of such Warrantholder securities, in either case, specifically stating that it is for use in the preparation thereof or such controlling or participating person, as the case may be, specifically stating that it is for use in the preparation thereof; of such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or (b) an untrue statement on behalf of the Shareholder disposing of Registrable Securities or alleged untrue statement, omission any such underwriter or alleged omission in a prospectus if controlling person and shall survive the transfer of such untrue statement securities by the Shareholder and the expiration or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale termination of Warrant Shares to the person asserting such loss, claim, damage, liability or expensethis Agreement.

Company's Indemnification. In the event of any registration under the Act of any Warrant Shares pursuant to this Article 3, the The Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares Selling Stockholder, its officers and directors, and each other person, if any, who controls such Warrantholder the Selling Stockholders within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares Act, against any losses, claims, damages or liabilities, joint or several, to which the Selling Stockholders or any such Warrantholder or person controlling person or participating person the Selling Stockholders may become subject under the Act or otherwise, in so far insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained thereinRegistration Statement, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Selling Stockholders or such Warrantholder and each such person controlling person or participating person the Selling Stockholders for any legal or any other expenses reasonably incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDEDprovided, HOWEVERhowever, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementRegistration Statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseSelling Stockholders.

Company's Indemnification. In the event of any registration under the Securities Act of any Warrant Shares Registrable Securities pursuant to this Article 3Agreement, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares Holder and each other person, if any, who controls each such Warrantholder Holder within the meaning of Section 15 of the Securities Act and each other person (including underwritersany underwriter) who participates in the offering of such Warrant Shares Registrable Securities, against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, to which any Holder or such Warrantholder or controlling person or a participating person may become subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, in so far as to the extent that such lossesloss, claimsclaim, damages damage or liabilities liability (or proceedings proceeding in respect thereof) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, contained in any registration statement under which such Warrant Shares Registrable Securities were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise arises out of or are is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder each Holder and each such controlling person or participating person for any legal or any other expenses expense reasonably incurred by such Warrantholder Holder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDED, HOWEVER, provided that the Company will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability expense arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Warrantholder Holder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission . This indemnity agreement will be in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement addition to any liability which the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseCompany may otherwise have.

Company's Indemnification. In The Company and each of the event of any registration under the Act of any Warrant Shares pursuant to this Article 3Funds will indemnify, the Company hereby agrees to indemnify defend and hold harmless each Warrantholder disposing of such Warrant Shares the Distributor, its several officers and each other persondirectors, if any, and any person who controls such Warrantholder the Distributor within the meaning of Section 15 of the Act 1933 Act, from and each other person (including underwriters) who participates in the offering of such Warrant Shares against any losses, claims, damages or liabilitiesliebilities, joint or several, to which such Warrantholder or controlling person or participating person any of them may become subject under the 1933 Act or otherwise, in so far insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact containedcontained in the Registration Statement, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained therein, Prospectuses or in any amendment application or supplement theretoother document executed by or on behalf of the Company, or arise out of of, or are based upon upon, information furnished by or on behalf of the Funds filed in any state in order to qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder the Distributor, its several officers and each such controlling directors, and any person or participating person who controls the Distributor within the meaning of Section 15 of the 1933 Act, for any legal or any other expenses reasonably incurred by such Warrantholder any of them in investigating, defending or such controlling person or participating person in connection with investigating or defending preparing to defend any such lossaction, proceeding or claim; provided, damage, liability or proceeding; PROVIDED, HOWEVERhowever, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of of, or is based upon: (a) an , any untrue statement or statement, alleged untrue statement statemens, or omission or alleged omission made in such registration statementthe Registration Statement, said preliminary the Prospectuses, any Blue Sky Application or final prospectus any application or said amendment other document executed by or supplement on behalf of the Funds in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or such controlling or participating person, as on behalf of and with respect to the case may be, Distributor specifically for use inclusion therein. The Company shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the preparation thereofsubject of a claim for indemnification pursuant to this subsection 1, so long as such person shall: (i) undertake to repay all such advances if it is ultimately determined that he is not entitled to indemnification hereunder; and (ii) provide security for such undertaking, or the Company shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Company (b) or an untrue statement or alleged untrue statement, omission or alleged omission independent legal counsel in a prospectus if written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement person ultimately will be found entitled to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseindemnification hereunder.

Company's Indemnification. In the event of any registration under the ------------------------- Securities Act of any Warrant Shares Registrable Securities pursuant to this Article 3Agreement, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares Holder and each other person, if any, who controls each such Warrantholder Holder within the meaning of Section 15 of the Securities Act and each other person (including underwritersany underwriter) who participates in the offering of such Warrant Shares Registrable Securities, against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, to which any Holder or such Warrantholder or controlling person or a participating person may become subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, in so far as to the extent that such lossesloss, claimsclaim, damages damage or liabilities liability (or proceedings proceeding in respect thereof) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, contained in any registration statement under which such Warrant Shares Registrable Securities were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise arises out of or are is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder each Holder and each such controlling person or participating person for any legal or any other expenses expense reasonably incurred by such Warrantholder Holder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDED, HOWEVER, provided that the Company will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability expense arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Warrantholder Holder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission . This indemnity agreement will be in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement addition to any liability which the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseCompany may otherwise have.

Company's Indemnification. In The Company has agreed in the event of any registration under Underwriting Agreement to indemnify, defend, and hold the Act of any Warrant Shares pursuant to this Article 3Underwriter, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares Participating Dealer, and each other person, if any, who controls such Warrantholder the Underwriter and Participating Dealer within the meaning of Section 15 of the Act Act, free and each other person (including underwriters) who participates in the offering of such Warrant Shares harmless from and against any and all losses, claims, damages demands, liabilities, and expenses (including reasonable legal or other expense incurred by each such person in connection with defending or investigating any such claims or liabilities, joint whether or severalnot resulting in any liability to such person), to which such Warrantholder the Underwriter, Participating Dealer, or controlling person or participating person may become subject incur under the Act federal or state securities law or otherwise, in so far as but only to the extent that such losses, claims, damages or liabilities (or proceedings in respect thereof) demands, liabilities, and expenses shall arise out of or are be based upon a violation or alleged violation of the federal or state securities laws and regulations thereunder, state statutes, or the common law, including any untrue statement or alleged untrue statement of any material fact contained, on contained in the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained thereinRegistration Statement, or in any amendment Amendment or supplement theretoAmendments to the Registration Statement, or in any application or other papers, hereinafter collectively called Blue Sky Applications, or shall arise out of or are be based upon the any omission or alleged omission to state therein a material fact required to be stated therein in the Registration Statement, in any Amendment or Amendments, in any Blue Sky Application, or necessary to make the statements therein in any thereof not misleading, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such lossprovided, claim, damage, liability or proceeding; PROVIDED, HOWEVERhowever, that the Company will indemnity agreement shall not be liable in apply to any such case to the extent that any such losslosses, claimclaims, damage demands, liabilities, or liability arises expenses arising out of or is based upon: (a) an untrue statement upon such violation, statement, or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Warrantholder the Underwriter or such Participating Dealer in writing expressly for use in the Registration Statement or in any Amendment or Amendments or in a Blue Sky Application. The Underwriter or Participating Dealer agrees to give the Company an opportunity to participate in the defense or preparation of the defense of any action brought against the Underwriter or Participating Dealer or controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment Company, by letter or supplement is delivered to telegram, promptly after the commencement of such Warrantholder and action against the Underwriter, Participating Dealer, or controlling persons, such Warrantholder thereafter fails to deliver notice either being accompanied by copies of papers served or filed in connection with such prospectus as so amended action or supplemented prior to or concurrently with by a statement of the sale nature of Warrant Shares the actions to the person asserting extent known to the Underwriter or Participating Dealer. Failure to notify the Company within a reasonable amount of time of any such lossaction shall relieve the Company of its liabilities under the foregoing indemnity, claimbut failure to notify the Company as herein provided shall not relieve it from any liability which it may have to the Under-writer, damageParticipating Dealer, liability or expensecontrolling persons other than on account of the indemnity agreement.

Company's Indemnification. In the event of any registration under the Act of any Warrant Shares pursuant to this Article 3, the The Company hereby agrees to will indemnify and hold harmless each Warrantholder disposing of such Warrant Shares the Seller and each other person, if any, person who controls such Warrantholder the Seller within the meaning of Section 15 of the Act and each other person the Securities Exchange Act of 1934, as amended (including underwritersthe "Exchange Act") who participates in the offering of such Warrant Shares against any losses, claims, expenses, damages or liabilitiesliabilities (including reasonable attorneys' fees), joint or several, to which such Warrantholder the Seller or controlling person or participating person may become subject under the Act or otherwiseAct, in so far insofar as such losses, claims, expenses, damages or liabilities (or proceedings actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on contained in the effective date thereof, in any registration statement under which such Warrant Shares Registerable Securities were registered under the ActAct pursuant to Section 1 hereof, in any preliminary prospectus (if used prior to the effective date of the registration statement) or final prospectus contained therein, or in any amendment or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder the Seller and each such controlling person or participating person for any legal or any other expenses reasonably incurred by such Warrantholder or such controlling person or participating person them in connection with investigating or defending any such loss, claim, expense, damage, liability or proceedingaction; PROVIDEDprovided, HOWEVERhowever, that the Company will not be liable in any such case if and to the extent that any such loss, claim, expense, damage or liability arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission so made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Warrantholder the Seller or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expense.

Company's Indemnification. In Whether or not the event transactions ------------------------- contemplated hereby are consummated, Company shall indemnify, defend and hold Administrative Agent-Related Persons, Collateral Agent-Related Persons and each Bank and each of its respective officers, directors, employees, counsel, agents, attorneys-in-fact and Affiliates (each, an "Indemnified Person") harmless from ------------------ and against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Professional Costs) of any registration under kind or nature whatsoever which may at any time (including at any time following repayment of the Act Loans and the termination, resignation or replacement of Administrative Agent or Collateral Agent or replacement of any Warrant Shares pursuant to this Article 3Bank) be imposed on, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares and each other person, if any, who controls such Warrantholder within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares incurred by or asserted against any losses, claims, damages such Person in any way relating to or liabilities, joint or several, to which such Warrantholder or controlling person or participating person may become subject under the Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained thereinthis Agreement, or in any amendment document contemplated by or supplement theretoreferred to herein, or arise out of the transactions contemplated hereby or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingthereby, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred action taken or omitted by any such Warrantholder Person under or such controlling person or participating person in connection with investigating any of the foregoing, including with respect to any investigation, litigation or defending proceeding (including any such loss, claim, damage, liability Insolvency Proceeding or appellate proceeding; PROVIDED, HOWEVER, that the Company will not be liable in any such case ) related to the extent that any such loss, claim, damage or liability arises arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is based upon: a party thereto (a) an untrue statement all the foregoing, collectively, the "Indemnified Liabilities"); ----------- ----------- provided that Company shall have no obligation hereunder to any Indemnified -------- Person with respect to Indemnified Liabilities resulting solely from the gross negligence or alleged untrue statement or omission or alleged omission made willful misconduct of such Indemnified Person. The agreements in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale this Section shall survive payment of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseall other Obligations.

Company's Indemnification. In the event of any registration under the Act of any Warrant Shares or Warrants pursuant to this Article Section 3, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of selling such Warrant Shares and each other person, if any, who controls such Warrantholder within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares against any losses, claims, damages or liabilities, joint or several, to which such Warrantholder or controlling person or participating person may become subject under the Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances made not misleading, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon: upon (a) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; thereof or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus or in the final prospectus, which amendment amendment, supplement or supplement final prospectus is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expense.

Company's Indemnification. In the event of any registration the registration, pursuant to the provisions of this Agreement, under the Securities Act of any Warrant Shares pursuant to this Article 3Registrable Securities, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of Shareholder thereby offering such Warrant Shares Registrable Securities for sale (each, a "Seller") and its directors, officers, partners, shareholders, agents and representatives, and each other person, if any, Person who controls any such Warrantholder Seller within the meaning of Section 15 of the Securities Act (each, a "Seller Party"), from and each other person (including underwriters) who participates in the offering of such Warrant Shares against any and all losses, claims, damages or liabilities, joint or several, to which such Warrantholder or controlling person or participating person Seller Party may become subject under the Securities Act or otherwise, in so far insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) liabilities, arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, contained in any registration statement under which such Warrant Shares Registrable Securities were registered under the Securities Act, in any preliminary prospectus or final prospectus contained thereinrelating to B-11 117 such Registrable Securities, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, and will reimburse such Warrantholder and each such controlling person or participating person Seller Party for any legal or any other fees and expenses reasonably incurred by such Warrantholder or such controlling person or participating person Seller Party in connection with investigating or defending any such loss, claim, damage, liability or proceedingaction; PROVIDEDprovided, HOWEVERhowever, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability (or liability action in respect thereof) or expense arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said such preliminary or prospectus, such final prospectus or said such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or such controlling or participating person, as the case may be, any Seller Party specifically and expressly for use in the preparation thereof; and provided, further, that the Company shall not be liable to any Person who participates as an underwriter in the offering or (b) an untrue statement sale of Registrable Securities or alleged untrue statementany other Person, omission or alleged omission if any, who controls such underwriter within the meaning of the Securities Act, in a prospectus if any such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement case to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting extent that any such loss, claim, damage, liability (or expenseaction in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus.

Company's Indemnification. In To the event extent permitted by law and subject to Section 20, the Company shall indemnify each Holder, each of any registration under its officers, directors, and constituent partners, legal counsel and accountants for the Act Holders, and each person controlling that Holder, with respect to which Registration, qualification, or compliance of any Warrant Shares Registrable Securities has been effected pursuant to this Article 3Agreement, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares and each other personunderwriter, if any, and each person who controls such Warrantholder within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares any underwriter against any all claims, losses, claimsdamages, damages or liabilities, joint or several, to which such Warrantholder or controlling person or participating person may become subject under the Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings actions in respect thereofthereof (collectively, “Damages”) to the extent the Damages arise out of or are based upon any untrue statement (or alleged untrue statement statement) of any a material fact contained, on the effective date thereof, contained in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained thereinother document (including any related Registration Statement) incident to any Registration, qualification, or in compliance, any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky laws, or other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and will relating to action or inaction required of the Company in connection with such Registration, qualification, or compliance, and the Company shall reimburse such Warrantholder each Holder, each underwriter, and each such controlling person who controls any Holder or participating person underwriter, for any legal or and any other expenses reasonably incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending against any such lossDamages; provided, claimhowever, damagethat the indemnity contained in this Section 16.1 shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, liability or proceeding; PROVIDED, HOWEVERfurther, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises Damages arise out of or is are based upon: (a) an untrue statement or alleged upon any untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Warrantholder Holder, underwriter, or such controlling or participating person, as the case may be, specifically person and stated to be for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently connection with the sale offering of Warrant Shares to securities of the person asserting such loss, claim, damage, liability or expenseCompany.

Company's Indemnification. In the event of any registration under the Act of any Warrant Shares pursuant to this Article Section 3, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares and each other person, if any, who controls such Warrantholder within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares against any losses, claims, damages or liabilities, joint or several, to which such Warrantholder or controlling person or participating person may become subject under the Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDEDprovided, HOWEVERhowever, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon: upon (a) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; thereof or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expense.

Company's Indemnification. In the event of any registration under the Act of any Warrant Shares pursuant to this Article 3, the The Company hereby agrees to indemnify ------------------------- and hold harmless each Warrantholder disposing of such Warrant Shares Selling Shareholder, its officers and directors, and each other person, if any, who controls such Warrantholder the Selling Shareholders within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares Act, against any losses, claims, damages or liabilities, joint or several, to which the Selling Shareholders or any such Warrantholder or person controlling person or participating person the Selling Shareholders may become subject under the Act or otherwise, in so far insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained thereinRegistration Statement, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Selling Shareholders or such Warrantholder and each such person controlling person or participating person the Selling Shareholders for any legal or any other expenses reasonably incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDEDprovided, HOWEVERhowever, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementRegistration Statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseSelling Shareholders.

Company's Indemnification. In the event of any registration the registration, pursuant to the provisions of this Agreement, under the Securities Act of any Warrant Shares pursuant to this Article 3Registrable Securities, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of Shareholder thereby offering such Warrant Shares Registrable Securities for sale (each, a "Seller") and its directors, officers, partners, shareholders, agents and representatives, and each other person, if any, Person who controls any such Warrantholder Seller within the meaning of Section 15 of the Securities Act (each, a "Seller Party"), from and each other person (including underwriters) who participates in the offering of such Warrant Shares against any and all losses, claims, damages or liabilities, joint or several, to which such Warrantholder or controlling person or participating person Seller Party may become subject under the Securities Act or otherwise, in so far insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) liabilities, arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, contained in any registration statement under which such Warrant Shares Registrable Securities were registered under the Securities Act, in any preliminary prospectus or final prospectus contained thereinrelating to such Registrable Securities, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, and will reimburse such Warrantholder and each such controlling person or participating person Seller Party for any legal or any other fees and expenses reasonably incurred by such Warrantholder or such controlling person or participating person Seller Party in connection with investigating or defending any such loss, claim, damage, liability or proceedingaction; PROVIDEDprovided, HOWEVERhowever, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability (or liability action in respect thereof) or expense arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said such preliminary or prospectus, such final prospectus or said such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or such controlling or participating person, as the case may be, any Seller Party specifically and expressly for use in the preparation thereof; and provided, further, that the Company shall not be liable to any Person who participates as an underwriter in the offering or (b) an untrue statement sale of Registrable Securities or alleged untrue statementany other Person, omission or alleged omission if any, who controls such underwriter within the meaning of the Securities Act, in a prospectus if any such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement case to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting extent that any such loss, claim, damage, liability (or expenseaction in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus.

Company's Indemnification. In The Company and each of the event of any registration under the Act of any Warrant Shares pursuant to this Article 3Funds will indemnify, the Company hereby agrees to indemnify defend and hold harmless each Warrantholder disposing of such Warrant Shares the Distributor, its several officers and each other persondirectors, if any, and any person who controls such Warrantholder the Distributor within the meaning of Section 15 of the Act 1933 Act, from and each other person (including underwriters) who participates in the offering of such Warrant Shares against any losses, claims, damages or liabilitiesliebilities, joint or several, to which such Warrantholder or controlling person or participating person any of them may become subject under the 1933 Act or otherwise, in so far insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact containedcontained in the Registration Statement, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained therein, Prospectuses or in any amendment application or supplement theretoother document executed by or on behalf of the Company, or arise out of of, or are based upon upon, information furnished by or on behalf of the Funds filed in any state in order to qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder the Distributor, its several officers and each such controlling directors, and any person or participating person who controls the Distributor within the meaning of Section 15 of the 1933 Act, for any legal or any other expenses reasonably incurred by such Warrantholder any of them in investigating, defending or such controlling person or participating person in connection with investigating or defending preparing to defend any such lossaction, proceeding or claim, damage, liability or proceeding; PROVIDED, HOWEVER, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of of, or is based upon: (a) an , any untrue statement or statement, alleged untrue statement statemens, or omission or alleged omission made in such registration statementthe Registration Statement, said preliminary the Prospectuses, any Blue Sky Application or final prospectus any application or said amendment other document executed by or supplement on behalf of the Funds in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or such controlling or participating person, as on behalf of and with respect to the case may be, Distributor specifically for use inclusion therein. 4 The Company shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the preparation thereofsubject of a claim for indemnification pursuant to this subsection 1, so long as such person shall: (i) undertake to repay all such advances if it is ultimately determined that he is not entitled to indemnification hereunder; and (ii) provide security for such undertaking, or the Company shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party Directors of the Company (b) or an untrue statement or alleged untrue statement, omission or alleged omission independent legal counsel in a prospectus if written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement person ultimately will be found entitled to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseindemnification hereunder.

Company's Indemnification. In Whether or not the event transactions ------------------------- contemplated hereby are consummated, Company shall indemnify, defend and hold Administrative Agent-Related Persons, Collateral Agent-Related Persons and each Bank and each of its respective officers, directors, employees, counsel, agents, attorneys-in-fact and Affiliates (each, an "Indemnified Person") harmless from ------------------ and against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Professional Costs) of any registration under kind or nature whatsoever which may at any time (including at any time following repayment of the Act Loans and the termination, resignation or replacement of Administrative Agent or Collateral Agent or replacement of any Warrant Shares pursuant to this Article 3Bank) be imposed on, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares and each other person, if any, who controls such Warrantholder within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares incurred by or asserted against any losses, claims, damages such Person in any way relating to or liabilities, joint or several, to which such Warrantholder or controlling person or participating person may become subject under the Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained thereinthis Agreement, or in any amendment document contemplated by or supplement theretoreferred to herein, or arise out of the transactions contemplated hereby or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingthereby, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred action taken or omitted by any such Warrantholder Person under or such controlling person or participating person in connection with investigating any of the foregoing, including with respect to any investigation, litigation or defending proceeding (including any such loss, claim, damage, liability Insolvency Proceeding or appellate proceeding; PROVIDED, HOWEVER, that the Company will not be liable in any such case ) related to the extent that any such loss, claim, damage or liability arises arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is based upon: a party thereto (a) an untrue statement all the foregoing, collectively, the "Indemnified Liabilities"); ----------------------- provided that Company shall have no obligation hereunder to any Indemnified -------- Person with respect to Indemnified Liabilities resulting solely from the gross negligence or alleged untrue statement or omission or alleged omission made willful misconduct of such Indemnified Person. The agreements in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale this Section shall survive payment of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseall other Obligations.

Company's Indemnification. In the event of any registration under the Securities Act of any Warrant Shares pursuant to this Article Section 3, the Company hereby agrees to indemnify and hold harmless each Warrantholder Holder disposing of such Warrant Shares and each other person, if any, who controls such Warrantholder Holder within the meaning of Section 15 of the Act and Securities Act, as well as each other person (including underwriters) who participates in the offering of such Warrant Shares against any losses, claims, damages or liabilities, joint or several, to which such Warrantholder Holder or controlling person or participating person may become subject under the Securities Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof): (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, : (i) in any registration statement under which such Warrant Shares were registered under the Securities Act, (ii) in any preliminary prospectus or final prospectus contained therein, or (iii) in any amendment or supplement thereto, or (b) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder Holder and each such controlling person or participating person for any legal or any other expenses incurred by such Warrantholder Holder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon: upon (a) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Warrantholder Holder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; thereof or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder Holder and such Warrantholder Holder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the such Holder's sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expense.

Company's Indemnification. In To the event of any registration under the Act of any Warrant Shares pursuant to this Article 3fullest extent permitted by law, the Company hereby agrees to shall indemnify and hold harmless the Stockholder, each Warrantholder disposing underwriter (as defined in the Securities Act) for the Stockholder, each Person, if any, who controls the Stockholder or each underwriter within the meaning of such Warrant Shares the Securities Act, and each of their respective constituent partners, members, employees, agents, contractors, officers and directors against any losses, claims, damages, fines, penalties, assessments by public agencies, settlement, costs and expenses (including costs of preparation and reasonable attorneys’ fees) and other personliabilities (any of the foregoing being a “Loss”) that relate in any way to any Violation. The Company shall pay to each Person entitled to indemnification under this section 4.8(a) the amount of Losses they incur as they incur such Losses. However, the Company will not need to pay any indemnified Person the amount of (i) Losses that are settlement payments if such indemnified Person makes the settlement without the Company’s consent (so long as the Company did not unreasonably withhold its consent), or (ii) Losses to the extent such Losses arise out of a Violation that occurs because the Company relied on written information about the indemnified Person that the indemnified Person furnished to the Company expressly for the Company to use in connection with the applicable registration or (iii) Losses, in the case of any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such Warrantholder underwriter within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares against Securities Act, or any lossesconstituent partner, claimsmember, damages employee, agent, contractor, officer or liabilities, joint or several, to which such Warrantholder or controlling person or participating person may become subject under the Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement director of any material fact containedsuch underwriter, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises Losses arise out of such underwriter’s failure to send or is based upon: (a) give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary at or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished prior to the Company by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with written confirmation of the sale of Warrant Shares Registrable Securities to the person asserting such loss, claim, damage, liability Person if such statement or expenseomission was corrected in such final prospectus.

Company's Indemnification. In the event of any registration ------------------------- under the Securities Act of any Warrant Shares Registrable Securities pursuant to this Article 3Agreement, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares Holder and each other person, if any, who controls each such Warrantholder Holder within the meaning of Section 15 of the Securities Act and each other person (including underwritersany underwriter) who participates in the offering of such Warrant Shares Registrable Securities, against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, to which any Holder or such Warrantholder or controlling person or a participating person may become subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, in so far as to the extent that such lossesloss, claimsclaim, damages damage or liabilities liability (or proceedings proceeding in respect thereof) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, contained in any registration statement under which such Warrant Shares Registrable Securities were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise arises out of or are is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder each Holder and each such controlling person or participating person for any legal or any other expenses expense reasonably incurred by such Warrantholder Holder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDED, HOWEVER, provided that the Company will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability expense arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Warrantholder Holder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission . This indemnity agreement will be in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement addition to any liability which the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseCompany may otherwise have.

Company's Indemnification. In the event of any registration under the Act of any Warrant of the Shares and/or Additional Shares pursuant to this Article 3Agreement, the Company hereby agrees to (a) will indemnify and hold harmless the Shareholder and each Warrantholder disposing of such Warrant Shares underwriter and each other person, if any, who controls affiliate of the Shareholder or such Warrantholder underwriter within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares Act, against any losses, claims, damages or liabilities, joint or several, to which the Shareholder or such Warrantholder underwriter or such controlling person or participating person may become subject under the Act or otherwise, in so far insofar as such losses, claims, damages or liabilities (or proceedings actions in respect thereof) arise out of or are based upon upon: (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the ActRegistration Statement, in any preliminary prospectus or final prospectus contained therein, or in any amendment thereof or supplement thereto, or arise out any document incident to registration or qualification of the Shares and/or Additional Shares covered thereby under state securities or are based upon blue sky laws, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary (iii) any violation by the Company of the Act or state securities or blue sky laws applicable to make the statements therein not misleadingCompany and relating to any action or inaction required by the Company in connection with such registration or qualification under such state securities or blue sky laws, and (b) will reimburse such Warrantholder the Shareholder and each such controlling person or participating person underwriter and each such affiliate for any legal or any other expenses reasonably incurred by the Shareholder, each such Warrantholder or underwriter and each such controlling person or participating person affiliate, in connection with investigating or defending any such loss, claim, damage, liability or proceedingaction; PROVIDED, HOWEVER, that the Company will not be liable in any such case to any indemnified person to the extent that any such loss, claim, damage or liability arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementthe Registration Statement, said preliminary prospectus or final said prospectus or said amendment or supplement supplement, or any document incident to registration or qualification under state securities or blue sky laws, in reliance upon and in conformity with written any information furnished in writing to the Company or its counsel by such Warrantholder or such controlling or participating person, as the case may be, indemnified person specifically for use in the preparation thereof; thereof or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseaction arose out of the violation of any duty to which the Shareholder may be subject, including the obligation to deliver a copy of any prospectus, supplement or amendment to a purchaser of the Shares and/or Additional Shares and such prospectus, supplement or amendment was made available to the Shareholder by the Company.

Company's Indemnification. In the event of any registration under the ------------------------- Act of any Warrant Shares or Warrants pursuant to this Article Section 3, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares or Warrants and each other person, if any, who controls such Warrantholder within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares against any losses, claims, damages or liabilities, joint or several, to which such Warrantholder or controlling person or participating person may become subject under the Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Warrant Shares or Warrants were registered under the Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances made not misleading, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDEDprovided, HOWEVER-------- however, that neither the Company will not be liable in any such case to the ------- extent that any such loss, claim, damage or liability arises out of or is based upon: upon (a) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; thereof or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus or in the final prospectus, which amendment amendment, supplement or supplement final prospectus is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares or Warrants to the person asserting such loss, claim, damage, liability or expense.

Company's Indemnification. In the event of any registration under the Act of any Warrant Shares pursuant to this Article 3, the The Company hereby agrees to shall indemnify and hold harmless each Warrantholder disposing of such Warrant Shares Selected Dealer and each other persontheir respective officers, if anydirectors, who controls such Warrantholder within the meaning of Section 15 of the Act employees and each other person (including underwriters) who participates in the offering of such Warrant Shares agents against any lossesand all loss, claimsclaim, damages damage or liabilitiesliability, joint or several, to which such Warrantholder Selected Dealer or controlling such person or participating person ("covered person") may become subject subject, under the Act or otherwise, in so far insofar as such lossesloss, claimsclaim, damages damage, or liabilities liability (or proceedings in action with respect thereofthereto) arise arises out of or are is based upon (a) any violation of any registration requirements; (b) any improper use of sales literature by the Company; (c) any untrue statement or alleged untrue statement of any a material fact containedcontained (i) in the Registration Statement, on any Preliminary Prospectus or the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus Final Prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of (ii) in any application or are other document, executed by the Company specifically for such application or based upon written information furnished by the Company, filed in order to qualify the Shares under the securities laws of the states where filings were made (any such application, document, or information being hereinafter called "Blue Sky Application"); or (d) the omission or alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Final Prospectus or any amendment or supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, and will . The Company shall reimburse such Warrantholder and each such controlling person the Selected Dealer or participating covered person for any legal or any other reasonable expenses incurred by such Warrantholder Selected Dealer or such controlling person or participating covered person in connection with investigating or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or proceedingaction, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case the person receiving them shall promptly refund them; PROVIDED, HOWEVER, except that the Company will shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, or liability arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Warrantholder through the Selected Dealer or such controlling or participating person, as the case may be, Underwriter specifically for use in the preparation thereof; of the Registration Statement, any Preliminary Prospectus, and the Final Prospectus or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an any amendment or supplement to the prospectus which amendment thereto, or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseany Blue Sky Application.

Company's Indemnification. In the event of any registration under the Act of any Warrant Shares pursuant to this Article Section 3, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares and each other person, if any, who controls such Warrantholder within the meaning of Section 15 of the Act and Act, as well as each other person (including underwriters) who participates in the offering of such Warrant Shares against any losses, claims, damages or liabilities, joint or several, to which such Warrantholder or controlling person or participating person may become subject under the Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof): (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, : (i) in any registration statement under which such Warrant Shares were registered under the Act, (ii) in any preliminary prospectus or final prospectus contained therein, or (iii) in any amendment or supplement thereto, or (b) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon: upon (a) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; thereof or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the such Warrantholder's sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expense.

Company's Indemnification. In the event of any registration of any securities of the Company under the Act of any Warrant Shares pursuant to this Article 3Securities Act, the Company will, and hereby agrees to does, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 6.1, each Warrantholder disposing Selling Stockholder of any Registrable Securities covered by such registration statement, each officer and director of each underwriter and each Selling Stockholder, each other person who participates as an underwriter in the offering or sale of such Warrant Shares securities and each other person, if any, who controls any Selling Stockholder or any such Warrantholder underwriter within the meaning of Section 15 of the Securities Act and each other person (including underwriters) who participates in the offering of such Warrant Shares against any losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which any such Warrantholder Selling Stockholder or any such director or officer or participating or controlling person or participating person may become subject under the Securities Act or otherwise, in so far insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, contained in any registration statement under which such Warrant Shares securities were registered under the Securities Act, in any preliminary prospectus or (unless any such statement is corrected in a subsequent prospectus and Selling Stockholder (and the underwriters, if any) is given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus contained or summary prospectus included therein, or in any amendment or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (ii) any omission or alleged omission to state therein (unless any such omission in any preliminary prospectus is corrected in a subsequent prospectus and Selling Stockholder (and the underwriters, if any) is given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus) a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation by the Company of any securities laws, and the Company will reimburse each such Warrantholder Selling Stockholder and each such director, officer, participating person and controlling person or participating person for any legal or any other expenses reasonably incurred by such Warrantholder or such controlling person or participating person them in connection with investigating or defending any such loss, claim, damageliability, liability action or proceeding; PROVIDEDprovided, HOWEVERhowever, that the Company will shall not be liable to any Selling Stockholder, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said any such preliminary or prospectus, final prospectus or said prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such Warrantholder Selling Stockholder or such any director, officer, participating person or controlling or participating person, as the case may be, specifically person of any Selling Stockholder for use in the preparation thereof; or (b) an untrue statement or alleged untrue , which information was expressly provided for use in the registration statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statementpreliminary prospectus, omission or alleged omission is corrected in an final prospectus, summary prospectus, amendment or supplement supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Selling Stockholder or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such Selling Stockholder. The Company shall agree to the prospectus which amendment or supplement is delivered provide for a customary contribution provision relating to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended indemnity if requested by any Selling Stockholder or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseunderwriters.

Company's Indemnification. In the event of any registration under the Act of any Warrant Shares pursuant to this Article 3, the The Company hereby agrees to will indemnify and hold harmless each Warrantholder disposing of Signatory Shareholder, any underwriter (as defined in the 1933 Xxx) xxr such Warrant Shares Signatory Shareholder, and each other person, if any, person who controls such Warrantholder any Signatory Shareholder or underwriter within the meaning of Section 15 of the 1933 Act and each other person (including underwriters) who participates in the offering of such Warrant Shares Exchange Act against any losses, claims, expenses, damages or liabilitiesliabilities (including reasonable attorneys' fees), joint or several, to which such Warrantholder Signatory Shareholder, underwriter or controlling person or participating person may persons become subject under the 1933 Act, the Exchange Act or otherwiseother federal or state law, in so far insofar as such losses, claims, expenses, damages or liabilities (or proceedings actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on contained in the effective date thereof, in any registration statement under which such Warrant Shares Registrable Securities were registered under the Act1933 Act pursuant to Section 1 hereof, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder and pay each such Signatory Shareholder, underwriter and controlling person or participating person for any legal or any other expenses reasonably incurred by such Warrantholder or such controlling person or participating person them in connection with investigating or defending any such loss, claim, expense, damage, liability or proceedingaction; PROVIDED, HOWEVER, that the Company will not be liable under this Section 2(a) in any such case if and to the extent that any such loss, claim, expense, damage or liability arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission so made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any such Warrantholder Signatory Shareholder, underwriter or controlling person or any affiliate of any of them expressly for inclusion in such controlling or participating personShelf Registration Statement; and PROVIDED, as the case may beFURTHER, specifically for use in the preparation thereof; or (b) an that with respect to any untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statementomission made in any Prospectus under a Shelf Registration Statement, omission or alleged omission is corrected the indemnity contained in an amendment or supplement this Section 2(a) shall not inure to the prospectus which amendment benefit of any Signatory Shareholder (or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale benefit of Warrant Shares to any person controlling any Signatory Shareholder) if the person asserting any such loss, claim, damageliability, liability expense or expensedamage purchased the Common Stock that is the subject thereof, and such Signatory Shareholder or any person controlling such Signatory Shareholder (i) failed to deliver the version of the prospectus most recently provided by the Company to such Signatory Shareholder as of the date of such sale, or (ii) utilized a prospectus during a time period that such Signatory Shareholder was notified, in accordance with Section 1 hereof, to suspend making any offers or sales of Common Stock pursuant to a Shelf Registration Statement.

Company's Indemnification. In the event of any registration under the Securities Act of any Warrant Shares Registrable Securities pursuant to this Article 3II, the Company hereby agrees to execute an agreement with any underwriter participating in the offering thereof containing such underwriter's standard representations and indemnification provisions and to indemnify and hold harmless each Warrantholder holder disposing of such Warrant Shares and Registrable Securities, each other personPerson, if any, who controls such Warrantholder holder within the meaning of Section 15 of the Securities Act and each other person Person (including underwriterseach underwriter and each Person who controls such underwriter) who participates in the offering of such Warrant Shares Registrable Securities, against any losses, claims, damages or liabilities, joint or several, to which such Warrantholder or holder, controlling person Person or participating person Person may become subject under the Securities Act or otherwise, in so far insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, contained in any registration statement under which such Warrant Shares were the Registrable Securities are registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder and each such holder, controlling person or Person and participating person Person for any legal or any other expenses reasonably incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDEDprovided, HOWEVERhowever, that the Company will not be liable in any case to any such case holder, controlling Person or participating Person to the extent that any such loss, claim, damage or liability arises out of or is based upon: (a) an results from any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Warrantholder holder or any other Person who participates as an underwriter in the offering or sale of such controlling or participating personsecurities, as the case may bein either case, specifically stating that it is for use in the preparation thereof; . Such indemnity shall remain in full force and effect regardless of any investigation made by or (b) an untrue statement on behalf of any holder disposing of Registrable Securities or alleged untrue statement, omission any such underwriter or alleged omission in a prospectus if controlling Person and shall survive the transfer of such untrue statement securities by such holder and the expiration or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale termination of Warrant Shares to the person asserting such loss, claim, damage, liability or expensethis Agreement.

Company's Indemnification. In the event of a registration of any registration of the Restricted Stock under the Securities Act of any Warrant Shares pursuant to this Article 3Sections 2, 3 or 4, the Company hereby agrees to will indemnify and hold harmless each Warrantholder disposing holder of Restricted Stock, its officers and directors, each underwriter of such Warrant Shares Restricted Stock thereunder and each other person, if any, who controls such Warrantholder seller or underwriter within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Warrantholder holder, officer, director, underwriter or controlling person or participating person may become subject under the Securities Act or otherwise, in so far insofar as such losses, claims, damages or liabilities (or proceedings actions in respect thereof) arise out of or are based upon upon: (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, contained in any registration statement under which such Warrant Shares were Restricted Stock was registered under the ActSecurities Act pursuant to Sections 2, in 3 or 4, any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, thereof or arise out any issuer free-writing prospectus; (ii) any untrue statement or alleged untrue statement of any material fact contained in any blue sky application or are based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Restricted Stock under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) the omission or alleged omission to state therein a material fact required to be stated therein in any filing referenced in items (i) and (ii) of this Section 9(a) or necessary to make the statements therein not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the Securities Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (v) any failure to register or qualify the Restricted Stock in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company (the undertaking of any underwriter chosen by the Company being attributed to the Company) will undertake such registration or qualification on the seller’s behalf (provided that in such instance the Company shall not be so liable if it has undertaken its reasonable best efforts to so register or qualify the Restricted Stock), and will reimburse each such Warrantholder holder, and such officer and director, each such underwriter and each such controlling person or participating person for any legal or any other expenses reasonably incurred by such Warrantholder or such controlling person or participating person them in connection with investigating or defending any such loss, claim, damage, liability or proceedingaction; PROVIDEDprovided, HOWEVERhowever, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon: upon (ai) an untrue statement or alleged untrue statement or omission or alleged omission so made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any such Warrantholder seller, any such underwriter or any such controlling or participating person, as the case may bein writing, specifically for use in such registration statement or prospectus, (ii) the preparation thereof; failure of any such person to comply with the provisions of Section 6(a)(iii) or Section 6(a)(vi) hereof or (biii) an untrue any statement or alleged untrue statement, omission or alleged omission in a any prospectus if such untrue statement or alleged untrue statement, omission or alleged omission that is corrected in an by any subsequent prospectus or amendment or supplement to the prospectus which amendment or supplement is that was delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented person prior to the pertinent sale or concurrently with the sale sales by or on behalf of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseperson.

Company's Indemnification. In the event of any registration under the Securities Act of any Warrant Shares pursuant to this Article 3II, the Company hereby agrees to execute an agreement with any underwriter participating in the offering thereof containing such underwriter's standard form representations and indemnification provisions and to indemnify and hold harmless each Warrantholder holder disposing of such Warrant Shares and Shares, each other personPerson, if any, who controls such Warrantholder holder within the meaning of Section 15 of the Securities Act and each other person Person (including underwriterseach underwriter) who participates in the offering of such Warrant Shares Shares, against any losses, claims, damages or liabilities, joint or several, to which such Warrantholder or holder, controlling person or participating person may become subject under the Securities Act or otherwise, in so far insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, contained in any registration statement under which such the Warrant Shares were are registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder and each such holder, controlling person or and participating person for any legal or any other expenses reasonably incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDEDprovided, HOWEVERhowever, that the Company will not be liable in any case to any such case holder, controlling person or participating person to the extent that any such loss, claim, damage or liability arises out of or is based upon: (a) an upon any untrue statement or alleged untrue statement or omission or alleged omission made in such a registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expense.conformity

Company's Indemnification. In To the event of any registration under the Act of any Warrant Shares pursuant to this Article 3extent permitted by law, the Company hereby agrees to shall indemnify and hold harmless Holder and each Warrantholder disposing of its officers, partners, directors, employees and representatives, each underwriter of such Warrant Shares thereunder and each other person, if any, who controls Holder or such Warrantholder underwriter within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares Act, against any losses, damages, costs, claims, damages or expenses and liabilities, joint or severalincluding, without limitation, reasonable attorneys', paralegals' and accountants' fees and expenses, before and at trial and at all applicable appellate levels (individually and collectively, "LOSSES"), to which such Warrantholder or controlling person or participating person they may become subject under the Act or otherwiseother federal or state law, in so far insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained, on the effective date thereof, contained in any such registration statement under which such Warrant Shares were registered under the Act, in including any preliminary prospectus or final prospectus contained therein, therein or in any amendment amendments or supplement supplements thereto, or arise out of or are based upon and/or (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDED, HOWEVERhowever, that the Company will shall not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises Losses arise out of or is are based upon: upon (ai) an untrue statement or alleged untrue statement or omission or alleged omission so made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by Holder, any such Warrantholder underwriter or any such controlling or participating person, as the case may be, person in writing specifically for use in the preparation thereofsuch registration statement or prospectus; or (bii) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails Holder's failure to deliver such a copy of the final prospectus as so then amended or supplemented prior after the Company has furnished Holder with a sufficient number of copies of the same, but only if delivery of same is required by law and the same would have cured the defect giving rise to or concurrently with the sale of Warrant Shares to the person asserting any such loss, claim, damage, liability or expenseLosses.

Company's Indemnification. In the event of any registration under ------------------------- the Act of any Warrant Shares pursuant to this Article Section 3, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares and each other person, if any, who controls such Warrantholder within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares against any losses, claims, damages or liabilities, joint or several, to which such Warrantholder or controlling person or participating person may become subject under the Act or otherwise, in so far as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDEDprovided, HOWEVERhowever, that the -------- ------- Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon: upon (a) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Warrantholder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; thereof or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expense.

Company's Indemnification. In the event of any registration under the Act of any Warrant Shares pursuant to this Article 3, the The Company hereby agrees to indemnify indemnify, defend and hold harmless each Warrantholder disposing of such Warrant Shares the Selected Dealer and each other person, if any, who controls such Warrantholder the Selected Dealer within the meaning of Section 15 of the Act Act, free and each other person (including underwriters) who participates in the offering of such Warrant Shares harmless from and against any and all losses, claims, damages demands, liabilities and expenses (including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, joint whether or severalnot resulting in any liability to such person), to which such Warrantholder the Selected Dealer or controlling person or participating person may become subject incur under the Act federal or state securities laws and regulations thereunder, state statutes or at common law or otherwise, in so far as but only to the extent that such losses, claims, damages or demands, liabilities (or proceedings in respect thereof) and expenses shall arise out of or are be based upon a violation or alleged violation of the federal or state securities laws and regulations thereunder, state statutes or the common law, including any untrue statement or alleged untrue statement of any material fact contained, on required to be stated in the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained thereinProspectus, or in any amendment or supplement theretoamendments to the Prospectus, or arise in any application or other papers (hereinafter collectively called "Blue Sky Application"), or shall rise out of or are be based upon the any omission or alleged omission to state therein a material fact required to be stated therein in the Prospectus, in any amendment or amendments, in any Blue Sky Application, or necessary to make the statements therein in any thereof not misleading, and will reimburse such Warrantholder and each such controlling person or participating person for any legal or any other expenses incurred by such Warrantholder or such controlling person or participating person in connection with investigating or defending provided, however, that this indemnity agreement shall not apply to any such losslosses, claimclaims, damagedemands, liability liabilities, or proceeding; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises expenses arising out of or is based upon: (a) an untrue statement or alleged untrue upon any such violation, statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Selected Dealer in writing expressly for use in the Prospectus or in any amendment or amendments or in a Blue Sky Application. The Selected Dealer agrees to give the Company an opportunity to participate in the defense or preparation of the defense of any action brought against the Selected Dealer or controlling person of the Selected Dealer to enforce any such Warrantholder claim or liability and the Company shall have the right to so participate. The agreement of the Company under this indemnity is expressly conditioned upon notice of any such action having been sent by the Selected Dealer or controlling or participating person, as the case may be, specifically for use to the Company, by letter or telegram, promptly after the commencement of such an action against the Selected Dealer or controlling person, such notice either being accompanied by copies of papers served or filed in connection with such action or by a statement of the nature of the action to the extent known to the Selected Dealer. Failure to notify the Company within a reasonable amount of time of any such action shall relieve the Company of its liabilities under the foregoing indemnity, but failure to notify the Company as herein provided shall not relieve it from any liability which it may have to the Selected Dealer or controlling persons other than on account of the indemnity agreement. The foregoing described indemnity of the Company in favor of the Selected Dealer and controlling persons shall not be deemed to protect the Selected Dealer and controlling persons against any liability to which the Selected Dealer or controlling persons would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the preparation thereof; performance of their duties, or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder by reasons of their reckless disregard of their obligations and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseduties under this Agreement.

Company's Indemnification. In the event of any registration under the Act of any Warrant Shares pursuant to this Article 3, the The Company hereby agrees to indemnify and hold ------------------------- harmless each Warrantholder disposing of Purchaser (each such Warrant Shares Purchaser shall be an "Indemnified Purchaser") and the Placement Agent and each other person, if any, who person that controls such Warrantholder each Indemnified Purchaser and each Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of any Indemnified Purchaser and Placement Agent (each other person (including underwriterssuch indemnified party, an "Indemnified Party") who participates in the offering of such Warrant Shares from and against any and all losses, claims, damages damages, judgments, liabilities or liabilitiesexpenses, joint or several, to which such Warrantholder or controlling person or participating person Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwiseother federal or state statutory law or regulation, or at common law or otherwise (including in so far settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or proceedings actions in respect thereofthereof as contemplated below) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact containedcontained in the Memorandum, on the effective date thereof, in any registration statement under which such Warrant Shares were registered under the Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein in the Memorandum a material fact required to be stated therein or necessary to make the statements therein in the Memorandum not misleading, or arise out of or are based in whole or in part on any failure of the Company to perform its obligations hereunder or under the Subscription Agreements or under law; and will reimburse such Warrantholder and each such controlling person or participating person Indemnified Party for any legal or any and other expenses as such expenses are reasonably incurred by such Warrantholder or such controlling person or participating person Indemnified Party in connection with investigating investigating, defending, settling, compromising or defending paying any such loss, claim, damage, liability liability, expense or proceedingaction; PROVIDEDprovided, HOWEVERhowever, that -------- ------- the Company will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability expense arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement the Memorandum about an Indemnified Party in reliance upon and in conformity with written the information furnished to the Company in writing by such Warrantholder or such controlling or participating personIndemnified Party expressly for use therein. In addition to its other obligations under this Section 8.1, the Company agrees that, as an interim measure during the case may bependency of any claim, specifically for use in the preparation thereof; action, investigation, inquiry or (b) an untrue other proceeding arising out of or based upon any statement or omission, or any alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statementomission, omission or alleged omission is corrected failure to perform its obligations hereunder, all as described in an amendment this Section 8.1, it will reimburse each Indemnified Party on a quarterly basis for all reasonable legal or supplement other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the prospectus which amendment or supplement propriety and enforceability of the Company's obligation to reimburse each Indemnified Party for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is delivered so held to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares have been improper, each Indemnified Party shall promptly return it to the person asserting Company together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by Bank of America NT&SA, San Francisco, California (the "Prime Rate"). Any such lossinterim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement, claim, damage, liability or expenseshall bear interest at the Prime Rate from the date of such request.

Company's Indemnification. In the event of any registration under the Securities Act of any Warrant Shares Registrable Securities pursuant to this Article 3Agreement, the Company hereby agrees to indemnify and hold harmless each Warrantholder disposing of such Warrant Shares Holder and each other person, if any, who controls each such Warrantholder Holder within the meaning of Section 15 of the Securities Act and each other person (including underwritersany underwriter) who participates in the offering of such Warrant Shares Registrable Securities, against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, to which any Holder or such Warrantholder or controlling person or a participating person may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other federal or state law or regulation, at common law or otherwise, in so far as to the extent that such lossesloss, claimsclaim, damages damage or liabilities liability (or proceedings proceeding in respect thereof) arise arises out of or are is based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, contained in any registration statement under which such Warrant Shares Registrable Securities were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise arises out of or are is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Warrantholder each Holder and each such controlling person or participating person for any legal or any other expenses expense reasonably incurred by such Warrantholder Holder or such controlling person or participating person in connection with investigating or defending any such loss, claim, damage, liability or proceeding; PROVIDED, HOWEVER, provided that the Company will not be liable in any such case to the extent that any such loss, claim, damage or damage, liability or, expense arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Warrantholder Holder or such controlling or participating person, as the case may be, specifically for use in the preparation thereof; or (b) an untrue statement or alleged untrue statement, omission or alleged omission . This indemnity agreement will be in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement addition to any liability which the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseCompany may otherwise have.

Company's Indemnification. In the event of any registration of any securities of the Company under the Act of any Warrant Shares pursuant to this Article 3Securities Act, the Company will, and hereby agrees to does, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 6.1, each Warrantholder disposing Selling Stockholder of any Registrable Securities covered by such registration statement, each officer and director of each underwriter and each Selling Stockholder, each other person who participates as an underwriter in the offering or sale of such Warrant Shares securities and each other person, if any, who controls any Selling Stockholder or any such Warrantholder underwriter within the meaning of Section 15 of the Securities Act and each other person (including underwriters) who participates in the offering of such Warrant Shares against any losses, claims, damages or liabilitiesdamages, liabilities and expenses, joint or several, to which any such Warrantholder Selling Stockholder or any such director or officer or participating or controlling person or participating person may become subject under the Securities Act or otherwise, in so far insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, contained in any registration statement under which such Warrant Shares securities were registered under the Securities Act, in any preliminary prospectus or (unless any such statement is corrected in a subsequent prospectus and Selling Stockholder (and the underwriters, if any) is given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus contained or summary prospectus included therein, or in any amendment or supplement thereto, or arise out of any document incorporated by reference therein, or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation by the Company of any securities laws, and the Company will reimburse each such Warrantholder Selling Stockholder and each such director, officer, participating person and controlling person or participating person for any legal or any other expenses reasonably incurred by such Warrantholder or such controlling person or participating person them in connection with investigating or defending any such loss, claim, damageliability, liability action or proceeding; PROVIDEDprovided, HOWEVERhowever, that the Company will shall not be liable to any Selling Stockholder, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, damage damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said any such preliminary or prospectus, final prospectus or said prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such Warrantholder seller, director, officer, participating person or such controlling or participating person, as the case may be, specifically person for use in the preparation thereof; or (b) an untrue statement or alleged untrue , which information was expressly provided for use in the registration statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statementpreliminary prospectus, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such lossfinal prospectus, claim, damage, liability or expense.summary prospectus,

Company's Indemnification. In the event of any registration under the Act of any Warrant of the Warrants and/or Shares pursuant to this Article 3Agreement, the Company hereby agrees to (a) will indemnify and hold harmless each Warrantholder disposing of such Warrant Shares Shareholder and each underwriter, and each other person, if any, who controls affiliate of a Shareholder or such Warrantholder underwriter within the meaning of Section 15 of the Act and each other person (including underwriters) who participates in the offering of such Warrant Shares Act, against any losses, claims, damages or liabilities, joint or several, to which any Shareholder or such Warrantholder underwriter or such controlling person or participating person may become subject under the Act or otherwise, in so far insofar as such losses, claims, damages or liabilities (or proceedings actions in respect thereof) arise out of or are based upon upon: (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any such registration statement under which such Warrant Shares were registered under the Actstatement, in any preliminary prospectus or final prospectus contained therein, or in any amendment thereof or supplement thereto, or arise out any document incident to registration or qualification of the Warrants and/or Shares covered thereby under state securities or are based upon blue sky laws, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary (iii) any violation by the Company of the Act or state securities or blue sky laws applicable to make the statements therein not misleadingCompany and relating to any action or inaction required by the Company in connection with such registration or qualification under such state securities or blue sky laws, and (b) will reimburse such Warrantholder each Shareholder and each such controlling person or participating person underwriter and each such affiliate for any legal or any other expenses reasonably incurred by each such Warrantholder or Shareholder, each such controlling person or participating person underwriter and each such affiliate, in connection with investigating or defending any such loss, claim, damage, liability or proceedingaction; PROVIDED, HOWEVER, that the Company will not be liable in any such case to any indemnified person to the extent that any such loss, claim, damage or liability arises out of or is based upon: (a) upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary prospectus or final said prospectus or said amendment or supplement supplement, or any document incident to registration or qualification under state securities or blue sky laws, in reliance upon and in conformity with written any information furnished in writing to the Company or its counsel by such Warrantholder or such controlling or participating person, as the case may be, indemnified person specifically for use in the preparation thereof; thereof or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus which amendment or supplement is delivered to such Warrantholder and such Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Warrant Shares to the person asserting such loss, claim, damage, liability or expenseaction arose out of the violation of any duty to which the Shareholder may be subject, including the obligation to deliver a copy of any prospectus, supplement or amendment to a purchaser of the Warrants and/or Shares and such prospectus, supplement or amendment was made available to the Shareholder by the Company.