The Company shall indemnify, hold harmless, reimburse and defend Lender, and Lender’s officers, directors, affiliates, members, managers, and employees, against any claim, cost, expense, liability, obligation, loss or damage (including, without limitations, reasonable legal fees) of any nature, incurred by or imposed upon them which results, arises out of, or is based upon: (a) any misrepresentation by the Company, or breach of any warranty by the Company in this Agreement, or in any exhibits or schedules attached hereto, and (b) any breach or default in performance by Company of its their obligations hereunder.