Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Written Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Written Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The In consideration of each Investor’s execution and delivery of this Agreement and its acquisition of the Common Shares hereunder, and in addition to all of the Company’s other obligations under this Agreement and the Registration Rights Agreement, the Company shall will defend, protect, indemnify and hold harmless each Investor and each other holder of the CustodianCommon Shares and all of their stockholders, any Sub-Custodian officers, directors, employees, advisors and direct or indirect investors and any nominee thereof of the foregoing person’s agents or other representatives (eachincluding, an “Indemnified Party” and without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnified PartiesIndemnitees”) from and against any and all actions, causes of action, suits, claims, demands, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (regardless of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and liabilities of any and every nature (including reasonable attorneys' fees) that ’ fees and disbursements (the “Indemnified Liabilities”), incurred or suffered by an Indemnified Party may sustain Indemnitee as a result of, or incur arising out of, or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted relating to be taken by the Custodian or such Sub-Custodian (a) at any breach of any representation or warranty made by the request or direction of Company herein or in reliance on the advice any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the CompanyCompany contained herein or in any other certificate, instrument or document contemplated hereby or thereby, or (bc) upon Proper Instructionsany cause of action, suit or (iii) from the performance of its obligations under this Agreement claim brought or any sub-custody agreement, provided that neither the Custodian nor any made against such Sub-Custodian shall be indemnified Indemnitee and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal resulting from the execution, delivery, performance, breach or failure to comply with the terms enforcement of this Agreement or the Registration Rights Agreement by the Company; provided, however, that, with respect to this clause (or any sub-custody agreementc), or the Company shall not be liable to the extent such Indemnified Liabilities are finally determined by a court of competent jurisdiction to have resulted primarily and directly from its bad faith, the Investors’ negligence or willful misconduct in misconduct. To the performance extent that the foregoing undertaking by the Company is unenforceable for any reason, the Company will make the maximum contribution to the payment and satisfaction of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation each of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeesIndemnified Liabilities that is permissible under applicable law.

Indemnification by Company. The Company shall, and shall require the Company Sublicensees to, indemnify and hold harmless the CustodianXxxxxxx and its Affiliates, any Sub-Custodian and any nominee thereof their respective officers, directors, employees, contractors, agents and assigns (each, an a “Xxxxxxx Indemnified Party” and collectively”), the “Indemnified Parties”) from and against any losses, damages and all claimsliability, including reasonable legal expense and attorneys’ fees (collectively, “Indemnified Losses”), incurred by any Xxxxxxx Indemnified Party as a result of any Third Party demands, lossesclaims or actions, expenses and liabilities including product liability claims (collectively, “Claims”) against any Xxxxxxx Indemnified Party arising or resulting from: (a) the negligence or willful misconduct of Company in performing Company’ obligations or exercising Company’ rights under this Agreement; (b) the breach of any of the covenants, warranties and every nature representations made by Company to Xxxxxxx under this Agreement; (including reasonable attorneys' feesc) that an Development Program activities conducted by or on behalf of Company; or (d) the Development, Manufacture, use, sale, offer for sale, other Commercialization or importation of any Compounds or Products in the Field in the Territory by Company or any of its Affiliates or Company Sublicensees. Notwithstanding the foregoing, Company shall not be responsible for the indemnification of any Xxxxxxx Indemnified Party may sustain or incur or to the extent that may be asserted against an the Indemnified Losses of such Xxxxxxx Indemnified Party by any person arising directly or indirectly were caused by: (i) from the fact that Securities are registered in the name negligence or willful misconduct of any such nominee, Xxxxxxx Indemnified Party; (ii) from any action taken breach by Xxxxxxx of its covenants, obligations, warranties or omitted representations pursuant to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, this Agreement; or (iii) from the performance any practice of its obligations under this Agreement Xxxxxxx IP or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating Xxxxxxx XX Rights pursuant to its refusal or failure rights reserved to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeesXxxxxxx.

Indemnification by Company. The Company shall indemnify hereby indemnifies, holds harmless and hold harmless defends the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectivelyMembers, the “Indemnified Parties”) Manager, the officers and each of their respective agents, officers, directors, members, partners, shareholders and employees from and against any loss, expense, damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and all claims, demands, losses, other costs or expenses and liabilities incurred in connection with the defense of any and every nature (including reasonable attorneys' feesactual or threatened action, proceeding or claim) that an Indemnified Party may sustain by reason of or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly out of (i) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any of its assets (but specifically excluding from such indemnity by the fact that Securities are registered in the name Company any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of any such nomineefailure to comply with covenants, willful misconduct or gross negligence, (ii) from any action taken their status as Members, Manager, employees or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice officers of the Company, or (b) upon Proper Instructions, or (iii) from the performance Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its obligations under this Agreement Subsidiaries), if the acts or any sub-custody agreement, provided that neither omissions were not performed or omitted fraudulently or as a result of gross negligence by the Custodian nor indemnified party. Reasonable expenses incurred by the indemnified party in connection with any such Sub-Custodian proceeding relating to the foregoing matters shall be indemnified and held harmless from and against any paid or reimbursed by the Company in advance of the final disposition of such claim, demand, loss, expense or liability arising out proceeding upon receipt by the Company of or relating to its refusal or failure to comply with (x) written affirmation by the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance Person requesting indemnification of its duties under this Agreement good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or any sub-custody agreement). This indemnity on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be a continuing an unlimited general obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeesindemnified party but need not be secured.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian Bank and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian Bank (a) at the request or direction of or in reliance on the advice of the Company, Company or (b) upon Proper Instructions, or (iiiii) from the performance of its obligations under this Agreement or any sub-custody servicing agreement, provided that neither the Custodian nor any such Sub-Custodian Bank shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody servicing agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody servicing agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms term “Custodian” and “Sub-CustodianBank” shall include their its respective directors, officers and employees.

Indemnification by Company. The Company shall agrees to indemnify and hold harmless the Custodianeach Lender and its respective partners, any Subco-Custodian investors, officers, directors, employees, agents, consultants, attorneys and any nominee thereof advisers (each, an “a "Lender Indemnified Party” and collectively"), the “Indemnified Parties”) from and against any and all actual losses, claims, demandsdamages, lossesliabilities, costs and expenses (including, without limitation, environmental liabilities, costs and expenses and all reasonable fees, expenses and liabilities disbursements of counsel), joint or several (hereinafter collectively referred to as a "Loss" or "Losses"), which may be incurred by or asserted or awarded against any and every nature (including reasonable attorneys' fees) that an Lender Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of connection with or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability manner arising out of or relating to its refusal any investigation, litigation or failure proceeding or the preparation of any defense with respect thereto, arising out of or in connection with or relating to comply this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby, any breach of any representation, warranty or covenant made by the Company in this Agreement, any use made or proposed to be made with the terms proceeds of Lender's respective Note pursuant to this Agreement (Agreement, or any sub-custody agreement)Intellectual Property, whether or not such investigation, litigation or proceeding is brought by the Company, any of its Subsidiaries, shareholders or creditors, but excluding therefrom any Losses arising out of resulting from its bad faith, (i) the gross negligence or willful misconduct in of an Lender Indemnified Party, (ii) any violation by an Lender Indemnified Party of any law, governmental regulation or court order applicable to it or (iii) the performance breach by an Lender Indemnified Party of its duties under any provision of this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeesother Loan Documents.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “"Indemnified Party” " and collectively, the “"Indemnified Parties”") from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “"Custodian” " and “"Sub-Custodian” " shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian appointed pursuant to Section 3.3 above and any nominee thereof (each, an “"Indemnified Party” " and collectively, the “"Indemnified Parties”") from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the CompanyCompany , or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreementagreement with a Sub-Custodian appointed pursuant to Section 3.3 above, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). Any amounts owed by the Company to the Custodian under this Article X shall only be paid out of the assets and property of the Fund. This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “"Custodian” " and “"Sub-Custodian” " shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify Lender, and each Related Party (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless the Custodianfrom, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all losses, claims, demandsdamages, lossesliabilities and related expenses (including the fees, expenses charges and liabilities disbursements of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain counsel for any Indemnitee), incurred by any Indemnitee or incur or that may be asserted against an Indemnified Party any Indemnitee by any person third party or by any Borrower or any other Loan Party arising directly out of, in connection with, or indirectly as a result of (i) from the fact that Securities are registered execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, the administration of this Agreement and the other Loan Documents (including in the name respect of any such nomineematters addressed in Section 3.01), (ii) from any action taken Loan or omitted to be taken by Letter of Credit or the Custodian use or such Sub-Custodian (a) at the request or direction of or in reliance on the advice proposed use of the Company, or proceeds therefrom (b) upon Proper Instructions, or (iii) from including any refusal to honor a demand for payment under a Letter of Credit if the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any documents presented in connection with such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to demand do not strictly comply with the terms of this Agreement such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any sub-custody agreement)of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Company or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its bad faith, the gross negligence or willful misconduct in the performance of its duties under this Agreement such Indemnitee or (y) result from a claim brought by Company or any sub-custody agreement). This indemnity shall be other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Company or such other Loan Party has obtained a continuing obligation final and nonappealable judgment in its favor on such claim as determined by a court of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeescompetent jurisdiction.

Indemnification by Company. The Company shall indemnify hereby indemnifies, holds harmless and hold harmless defends the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectivelyMembers, the “Indemnified Parties”) Manager, the officers and each of their respective agents, officers, directors, members, partners, shareholders and employees from and against any and all claimsloss, demandsexpense, losses, expenses and liabilities of any and every nature damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys' feesfees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) that an Indemnified Party may sustain by reason of or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly out of (i) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any of its assets (but specifically excluding from such indemnity by the fact that Securities are registered in the name Company any so called "bad boy" guaranties or similar agreements which provide for recourse as a result of any such nomineefailure to comply with covenants, willful misconduct or gross negligence, (ii) from any action taken their status as Members, Manager, representatives, employees or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice officers of the Company, or (b) upon Proper Instructions, or (iii) from the performance Company's assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its obligations Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement or any sub-custody agreementby the indemnified party. For the purposes of this Section 14.2, provided that neither officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the Custodian nor purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such Sub-Custodian proceeding relating to the foregoing matters shall be indemnified and held harmless from and against any paid or reimbursed by the Company in advance of the final disposition of such claim, demand, loss, expense or liability arising out proceeding upon receipt by the Company of or relating to its refusal or failure to comply with (x) written affirmation by the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance Person requesting indemnification of its duties under this Agreement good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or any sub-custody agreement). This indemnity on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be a continuing an unlimited general obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeesindemnified party but need not be secured.

Indemnification by Company. (a) The Company (the “Company Indemnifying Party”) shall indemnify and hold harmless the Custodianeach Investor, any Sub-Custodian its affiliates and any nominee thereof stockholders, directors and officers (each, an “Indemnified Party” and collectively, the “Company Indemnified Parties”) from and against any and all claimsliabilities, obligations, deficiencies, demands, claims, suits, actions, causes of action, assessments, losses, costs and expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain (collectively, “Claims”), sustained or incur or that may be asserted against an Indemnified Party incurred by any person arising directly or indirectly such Company Indemnified Party, resulting from (i) from any breach of a representation or warranty made by the fact that Securities are registered Company Indemnifying Party in the name of any such nomineethis Agreement, and (ii) from any action taken or omitted breach of a covenant made by the Company Indemnifying Party in this Agreement. The provisions of this Section 6.2 are intended to be taken by for the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Companybenefit of, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian and shall be indemnified and held harmless from and against enforceable by, each Company Indemnified Party. In no event shall any such claimCompany Indemnifying Party be liable to any Company Indemnified Party for any punitive, demandincidental, lossconsequential, expense special or liability arising out indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to its refusal the breach or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent paid by a Company Indemnified Party to a third party in respect of the claim for which such Company Indemnified Party is entitled to indemnification hereunder. As used in this paragraphFor the avoidance of doubt, the terms Company shall not be in breach of its representations and warranties in Section 1.6 unless and until there is a “Custodiandetermination,” as such term is defined in Section 1313(a) of the Code, that results in any such representation or warranty not being true and “Sub-Custodian” shall include their respective directors, officers and employeescorrect as of the date such representation or warranty was made.

Indemnification by Company. The Company shall indemnify hereby indemnifies, holds harmless and hold harmless defends the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectivelyMembers, the “Indemnified Parties”) Manager, the officers and each of their respective agents, officers, directors, members, partners, shareholders and employees from and against any loss, expense, damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and all claims, demands, losses, other costs or expenses and liabilities incurred in connection with the defense of any and every nature (including reasonable attorneys' feesactual or threatened action, proceeding or claim) that an Indemnified Party may sustain by reason of or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly out of (i) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any of its assets (but specifically excluding from such indemnity by the fact that Securities are registered in the name Company any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of any such nomineefailure to comply with covenants, willful misconduct or gross negligence, (ii) from any action taken their status as Members, Manager, representatives, employees or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice officers of the Company, or (b) upon Proper Instructions, or (iii) from the performance Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its obligations Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement or any sub-custody agreementby the indemnified party. For the purposes of this Section 14.2, provided that neither officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the Custodian nor purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such Sub-Custodian proceeding relating to the foregoing matters shall be indemnified and held harmless from and against any paid or reimbursed by the Company in advance of the final disposition of such claim, demand, loss, expense or liability arising out proceeding upon receipt by the Company of or relating to its refusal or failure to comply with (x) written affirmation by the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance Person requesting indemnification of its duties under this Agreement good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or any sub-custody agreement). This indemnity on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be a continuing an unlimited general obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeesindemnified party but need not be secured.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, reasonable expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company Each Fund shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) related to such Fund that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the CompanyFund, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian an Indemnified Party shall not be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Companyrelevant Fund, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall agrees to indemnify each Agent, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless the Custodianfrom, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all losses, claims, demandsdamages, lossesliabilities and related expenses, expenses including the fees, charges and liabilities disbursements of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain counsel for any Indemnitee, incurred by or incur or that may be asserted against an Indemnified Party by any person Indemnitee arising directly out of, in connection with, or indirectly as a result of (i) from the fact that Securities are registered in execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the name performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any such nomineeother transactions contemplated hereby, (ii) from any action taken Loan or omitted to be taken by the Custodian use or such Sub-Custodian (a) at the request or direction of or in reliance on the advice intended use of the Company, or (b) upon Proper Instructions, proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party, the Company or any of its Subsidiaries); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, gross negligence or willful wilful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement)such Indemnitee. This indemnity Section shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Subnot apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Custodian” shall include their respective directors, officers and employeesTax claim.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian Bank and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian Bank (a) at the request or direction of or in reliance on the advice of the Company, Company or (b) upon Proper Instructions, or (iiiii) from the performance of its obligations under this Agreement or any sub-custody servicing agreement, provided that neither the Custodian nor any such Sub-Custodian Bank shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody servicing agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody servicing agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms term “Custodian” and “Sub-CustodianBank” shall include their its respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Sub- Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Written Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian no Indemnified Party shall be indemnified and or held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement or applicable law (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement)) or applicable law, or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an are sustained or incurred by the Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), from its breach of its representations and warranties hereunder or from its bad faith, negligence or willful misconduct in the performance of its duties or obligations under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The In consideration of each Investor's execution and delivery of this Agreement and its acquisition of the Securities hereunder, and in addition to all of the Company's other obligations under this Agreement, the Registration Rights Agreement, the Warrants and the Convertible Notes, the Company shall will defend, protect, indemnify and hold harmless each Investor and each other holder of the CustodianSecurities and all of their shareholders, any Sub-Custodian officers, directors, employees, advisors and direct or indirect investors and any nominee thereof of the foregoing person's agents or other representatives (eachincluding, an “Indemnified Party” and without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnified Parties”"Indemnitees") from and against any and all actions, causes of action, suits, claims, demands, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (regardless of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and liabilities of any and every nature (including reasonable attorneys' fees) that fees and disbursements (the "Indemnified Liabilities"), incurred or suffered by an Indemnified Party may sustain Indemnitee as a result of, or incur arising out of, or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted relating to be taken by the Custodian or such Sub-Custodian (a) at any breach of any representation or warranty made by the request or direction of Company herein or in reliance on the advice of the Companyany other certificate, instrument or document contemplated hereby or thereby, (b) upon Proper Instructionsany breach of any covenant, agreement or obligation of the Company contained herein or in any other certificate, instrument or document contemplated hereby or thereby, (iiic) from the performance any cause of its obligations under this Agreement action, suit or any sub-custody agreement, provided that neither the Custodian nor any claim brought or made against such Sub-Custodian shall be indemnified Indemnitee and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal resulting from the execution, delivery, performance, breach or failure to comply with the terms enforcement of this Agreement (Agreement, the Registration Rights Agreement, the Warrants or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of Convertible Notes by the Company, its successors and assigns(d) any transaction financed or to be financed in whole or in part, notwithstanding directly or indirectly, with the termination proceeds of this Agreementthe issuance of the Securities or (e) the status of such Investor or holder of the Securities as an investor in the Company to the extent such status arises from actions or inaction by the Company in violation of law. As used in this paragraphTo the extent that the foregoing undertaking by the Company is unenforceable for any reason, the terms “Custodian” Company will make the maximum contribution to the payment and “Sub-Custodian” shall include their respective directors, officers and employeessatisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

Indemnification by Company. The Company shall defend you against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that your use of the Service, as permitted hereunder, directly infringes the patent rights of a third party (a "Claim Against You"), and shall indemnify you for any damages, reasonable attorney fees and hold harmless costs finally awarded against you, as a result of, and for amounts paid by you under a court-approved settlement of, a Claim Against You; provided that you (a) promptly give the CustodianCompany written notice of the Claim Against You; (b) give the Company sole control of the defense and settlement of the Claim Against You (provided that the Company may not settle any Claim Against You unless the settlement unconditionally releases you of all liability); and (c) provide to the Company all reasonable assistance, any Sub-Custodian and any nominee thereof (eachat the Company's expense. In the event of a Claim Against You, an “Indemnified Party” and collectivelyor if the Company reasonably believes the Service may infringe or misappropriate, the “Indemnified Parties”) from Company may in the Company's discretion and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly at no cost to you (i) from modify the fact Service so that Securities are registered in the name of any such nomineeit no longer infringes or misappropriates, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice obtain a license for your continued use of the Company, or (b) upon Proper InstructionsService in accordance with this Agreement, or (iii) from terminate your Subscriptions for such Service upon thirty (30) days’ written notice and refund to you any prepaid fees covering the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation remainder of the term of such Subscriptions after the effective date of termination. The Company shall have no liability hereunder with respect to any Claim Against You based upon (a) the combination of the Service with other products not furnished by the Company, its successors and assigns, notwithstanding ; (b) any addition to or modification to the termination Service by any person or entity other than the Company; (c) information or requirements or directives furnished by you; or (d) use of the Service in a manner inconsistent with or not otherwise contemplated by this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless the Custodianfrom, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all losses, claims, demandsdamages, lossesliabilities and related expenses, expenses including the fees, charges and liabilities disbursements of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain counsel for any Indemnitee, incurred by or incur or that may be asserted against an Indemnified Party by any person Indemnitee arising directly out of, in connection with, or indirectly as a result of (i) from the fact that Securities are registered in execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the name performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any such nomineeother transactions contemplated hereby, (ii) from any action taken Loan or omitted to be taken by Letter of Credit or the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice use of the Company, or proceeds therefrom (b) upon Proper Instructions, or (iii) from including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any documents presented in connection with such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to demand do not strictly comply with the terms of this Agreement such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any sub-custody agreement)of its Subsidiaries, or from its bad faith, negligence any Environmental Liability related in any way to the Company or willful misconduct in the performance any of its duties under this Agreement Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any sub-custody agreement). This indemnity shall be other theory and regardless of whether any Indemnitee is a continuing obligation of party thereto and whether or not any such claim, litigation, investigation or proceeding is brought by the Company, its successors Affiliates or any other Person; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and assignsnonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee. This paragraph (b) shall not apply with respect to Taxes other than any Taxes that represent claims, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sublosses or damages arising from any non-Custodian” shall include their respective directors, officers and employeesTax claim.

Indemnification by Company. The Company shall indemnify hereby indemnifies, holds harmless and hold harmless defends the CustodianMembers and each of their respective agents, any Sub-Custodian officers, directors, members, partners, shareholders and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) employees from and against any and all claimsloss, demandsexpense, losses, expenses and liabilities of any and every nature damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys' feesfees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) that an Indemnified Party may sustain by reason of or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly out of (i) from their activities on behalf of the fact that Securities are registered Company or in furtherance of the name interests of any such nomineethe Company, (ii) from any action taken their status as Members or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper InstructionsManagers, or (iii) from the performance Company's assets, property, business or affairs (including, without limitation, the actions of its obligations Members of the Company), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement or any sub-custody agreementby the indemnified party. For the purposes of this Section 12.2, provided that neither officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the Custodian nor purposes of this Section 12. Reasonable expenses incurred by the indemnified party in connection with any such Sub-Custodian proceeding relating to the foregoing matters shall be indemnified and held harmless from and against any paid or reimbursed by the Company in advance of the final disposition of such claim, demand, loss, expense or liability arising out proceeding upon receipt by the Company of or relating to its refusal or failure to comply with (x) written affirmation by the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance Person requesting indemnification of its duties under this Agreement good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or any sub-custody agreement). This indemnity on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be a continuing an unlimited general obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeesindemnified party but need not be secured.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, reasonable expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. (a) The Company (the “Company Indemnifying Party”) shall indemnify and hold harmless the Custodianeach Investor, any Sub-Custodian its affiliates and any nominee thereof stockholders, directors and officers (each, an “Indemnified Party” and collectively, the “Company Indemnified Parties”) from and against any and all claimsliabilities, obligations, deficiencies, demands, claims, suits, actions, causes of action, assessments, losses, costs and expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain (collectively, “Claims”), sustained or incur or that may be asserted against an Indemnified Party incurred by any person arising directly or indirectly such Company Indemnified Party, resulting from (i) from any breach of a representation or warranty made by the fact that Securities are registered Company Indemnifying Party in the name of any such nomineethis Agreement, and (ii) from any action taken or omitted breach of a covenant made by the Company Indemnifying Party in this Agreement. The provisions of this Section 5.2 are intended to be taken by for the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Companybenefit of, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian and shall be indemnified and held harmless from and against enforceable by, each Company Indemnified Party. In no event shall any such claimCompany Indemnifying Party be liable to any Company Indemnified Party for any punitive, demandincidental, lossconsequential, expense special or liability arising out indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to its refusal the breach or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent paid by a Company Indemnified Party to a third party in respect of the claim for which such Company Indemnified Party is entitled to indemnification hereunder. As used in this paragraphFor the avoidance of doubt, the terms Company shall not be in breach of its representations and warranties in Section 1.6 unless and until there is a “Custodiandetermination,” as such term is defined in Section 1313(a) of the Code, that results in any such representation or warranty not being true and “Sub-Custodian” shall include their respective directors, officers and employeescorrect as of the date such representation or warranty was made.

Indemnification by Company. The Company shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless the Custodianfrom, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all losses, claims, demandsdamages, lossesliabilities and related expenses, expenses including the fees, charges and liabilities disbursements of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain counsel for any Indemnitee, incurred by or incur or that may be asserted against an Indemnified Party by any person Indemnitee arising directly out of, in connection with, or indirectly as a result of (i) from the fact that Securities are registered in execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the name performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any such nomineeother transactions contemplated hereby, (ii) from any action taken Loan or omitted to be taken by Letter of Credit or the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice use of the Company, or proceeds therefrom (b) upon Proper Instructions, or (iii) from including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any documents presented in connection with such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to demand do not strictly comply with the terms of this Agreement such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any sub-custody agreement)of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto and whether or not any such claim, litigation, investigation or proceeding is brought by the Company, its Affiliates or any other Person; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its bad faith, the gross negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement)such Indemnitee. This indemnity paragraph (b) shall be a continuing obligation of the Companynot apply with respect to Taxes other than any Taxes that represent claims, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sublosses or damages arising from any non-Custodian” shall include their respective directors, officers and employeesTax claim.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall Custodian”shall include their respective directors, officers and employees.