Notwithstanding anything in this Agreement to the contrary, from and after the date hereof the Company agrees to indemnify, defend and hold harmless each Backstop Party and their respective Affiliates and each of their respective officers, directors, partners, employees, agents and Representatives (the “ Indemnified Parties ” and each, an “ Indemnified Party ”), to the fullest extent lawful, from and against any and all actions, suits, claims, proceedings, costs, losses, liabilities, damages, expenses (including reasonable and documented fees of counsel), amounts paid in settlement and other costs (collectively, “ Losses ”) arising out of or relating to the Company’s breach of any representation, warranty, covenant or agreement made by the Company contained in this Agreement. The Company agrees that it will not, without the Indemnified Party’s prior written consent, not to be unreasonably withheld or delayed, settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification has been sought hereunder unless such settlement or compromise includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, claim or proceeding.