Common use of Indemnification Obligations Clause in Contracts

Indemnification Obligations. The Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Following the entry of the Approval Order, the Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop CommitmentsCommitment, the Rights Offering, the payment of the Put Option Equity Commitment Premium or the Termination Fee or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company and its Subsidiaries (the “Indemnifying Parties” a. Seller agrees to hold Buyer and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and of its Affiliates, equity holders, members, partners, general partners, managers and its respective Affiliates and their respective Representatives officers, directors, employees, agents and controlling persons advisors (each, an “"Indemnified Person”Party") harmless from and indemnify each Indemnified Party (and will reimburse each Indemnified Party as the same is incurred) against any and all liabilities, losses, claims, damages, liabilities and judgments, costs and expenses (other than Taxes including, without limitation, reasonable fees and expenses of the Commitment Parties except counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to the extent otherwise provided for in this Agreement) or arising out of a this Agreement, any Transaction Request, Purchase Confirmation, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than the Indemnified Party's gross negligence or willful misconduct. Seller also agrees to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any right or remedy provided for herein, any Transaction Request, Purchase Confirmation and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Seller's agreements in this Section 30 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Mortgage Loans. Seller also agrees not to assert any claim asserted by a third party (collectivelyagainst Buyer or any of its Affiliates, “Losses”) that or any such Indemnified Person may incur of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or to which any such Indemnified Person may become subject punitive damages arising out of or in connection with this Agreementotherwise relating to the facility established hereunder, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium actual or the proposed use of the proceeds of the Rights OfferingTransactions, this Agreement or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoingtransactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, regardless WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. b. Without limitation to the provisions of whether Section 4, if any Indemnified Person payment of the Repurchase Price of any Transaction is made by Seller other than on the then scheduled Repurchase Date thereto as a party thereto, whether result of an acceleration of the Repurchase Date pursuant to Section 16 or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or for any other Personreason, and reimburse each Indemnified Person Seller shall, upon demand by Buyer, pay to Buyer an amount sufficient to compensate Buyer for reasonable documented (with any losses, costs or expenses that it may reasonably incur as of a result of such documentation subject payment. c. Without limiting the provisions of Section 30(a) hereof, if Seller fails to redaction to preserve attorney client and work product privileges) legal pay when due any costs, expenses or other third-party amounts payable by it under this Agreement, including, without limitation, fees and expenses incurred of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personsole discretion.

Indemnification Obligations. The Company following provisions shall apply to, and its Subsidiaries (the “Indemnifying Parties” and be deemed in each an “Indemnifying Party”) shallcase to modify, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties provisions of this Mortgage (except those set forth in Section 3.10 hereof) and the other Security Documents (except to the extent otherwise expressly provided therein) wherein Mortgagor is obligated to indemnify each of the Indemnified Persons: (a) Mortgagor agrees to indemnify the Trustees and the Agent against all legal and administrative proceedings for which a claim for indemnification may be made by the Indemnified Person (herein, collectively, called "Indemnification Claims") made against or incurred by them or any of them as a consequence of the assertion, either before or after the payment in full of the Indebtedness, that they or any of them received Hydrocarbons herein assigned or the proceeds thereof claimed by third persons and the Trustees and the Agent shall have the right to defend against any such Indemnification Claims, employing attorneys therefor, and unless furnished with reasonable indemnity, they or any of them shall have the right to pay or compromise and adjust all such Indemnification Claims. Mortgagor will indemnify and pay to the Trustees or the Agent any and all such amounts as may be paid in respect thereof or as may be successfully adjudged against the Trustees and the Agent or any of them. The obligations of Mortgagor as hereinabove set forth in this Agreement) arising out Section 4.6 shall survive the release termination, foreclosure or assignment of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, Mortgage or any claim, challenge, litigation, investigation or proceeding relating sale hereunder. (b) Mortgagor shall pay when due any judgments with respect to an Indemnification Claim against any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings Persons and which are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused rendered by a Commitment Party Default by such Commitment Party, final order or (b) to the extent they are found by a final, non-appealable judgment decree of a court of competent jurisdictionjurisdiction from which no further appeal may be taken or has been taken within the applicable appeal period. In the event that such payment is not made, whether any of the Indemnified Persons at its sole discretion may pay any such judgment is judgments, in such underlying actionwhole or in part, suit or proceedingand look to Mortgagor for reimbursement pursuant to this Mortgage, or otherwisemay proceed to file suit against Mortgagor to compel such payment. (c) Any amount which Mortgagor is obligated to pay to or for the benefit of an Indemnified Person with respect to an Indemnification Claim, to arise but which is not paid when due, shall bear interest at the default or post maturity rate of interest provided for in the Note from the bad faith, willful misconduct or gross negligence of date such Indemnified Personamount is due until such amount is paid.

Indemnification Obligations. The Following the entry of the BCA Assumption Order, the Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, Agreement and the transactions contemplated hereby and the obligations hereunderhereby, including the Backstop CommitmentsCommitment, the Rights Offering, the payment of the Put Option Equity Commitment Premium or the Termination Fee or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction only to preserve attorney client and work product privileges) legal or other third-party expenses actually incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by related to a Commitment Party Default by such Commitment Party or any breach of this Agreement by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Following the entry of the Backstop Order, but effective as of the date hereof, the Company and its Subsidiaries Parties (the “Indemnifying Parties,” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Backstop Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Backstop Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop CommitmentsCommitment, the Rights Offering, the Expense Reimbursement, the payment of the Put Option Equity Backstop Commitment Premium or the Backstop Commitment Termination Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the CompanyCompany Parties, its Subsidiariesthe Reorganized Company Parties, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, Backstop Party or its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment PartyParties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the willful misconduct, bad faith, willful misconduct faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. The Company Subject to the limitations set forth in this SECTION 8, from and its Subsidiaries (after the “Indemnifying Parties” and Closing Date, each an “Indemnifying Party”) shall, of the Seller Parties shall jointly and severallyseverally protect, defend, indemnify and hold harmless each Commitment Party and its AffiliatesCapricorn, equity holders, members, partners, general partners, managers and its Capricorn Sub and their respective Representatives Affiliates, officers, directors, employees, representatives and controlling persons agents (each, an “Indemnified Person” and collectively, the “Indemnified Persons”) from and against any and all losses, claimscosts, amounts paid or payable, damages, liabilities and costs liabilities, fees (including without limitation reasonable attorneys’ fees) and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, the “LossesDamages”) ), that any such of Indemnified Person may incur or to which any such Indemnified Person may become subject arising out Persons incurs by reason of or in connection with with: (i) any claim, demand, action or cause of action alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of any of the Seller Parties contained in this Agreement, the transactions contemplated hereby Related Agreements, and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment any exhibits or schedules attached hereto or thereto; (ii) any Damages for Known Liabilities (as defined below); (iii) any failure of any of the Put Option Equity Premium Seller Parties to perform any of its covenants, obligations or agreements under this Agreement; (iv) any claims brought prior to the use second (2nd) anniversary of the proceeds Closing relating to title, infringement, misappropriation or unlawful use by Capricorn or its Affiliates of Intellectual Property related to the Transferred Business (excluding, for the avoidance of doubt, claims brought relating to title, infringement, misappropriation or unlawful use by Capricorn or its Affiliates with respect to improvements and derivative works of the Rights OfferingIntellectual Property relating to the Transferred Business developed exclusively by Capricorn or its Affiliates from and after the Closing); (v) any claims brought by a Governmental Authority, shareholder or Employee in respect of Employees who were or who are terminated by a Seller Group Member prior to or as of the Closing (excluding, for the avoidance of doubt, any claims brought by Transferred Employees of the Capricorn or its Affiliates after the Closing arising out of the Employment and Consulting Agreements executed by such Transferred Employees and Capricorn or its applicable Affiliates); (vi) any Transaction Expenses (as defined in Section 6.1 hereof) of the Seller Parties that remain unpaid as of the Closing; (vii) any fraud or intentional misrepresentation by any Seller Group Member, or any claimof their respective employees, challengeofficers, litigation, investigation directors or proceeding relating shareholders (direct or indirect) with respect to the subject matter of any of the foregoingrepresentations, regardless of whether any Indemnified Person is a party theretowarranties, whether covenants, obligation or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors agreements contained or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated Related Agreements, (viii) any termination of service (other than an Exempt Termination) of XXXX Xxxxx or the Transferred Employees, whether by Capricorn or not this Agreement is terminated; providedits applicable Affiliate, howeveron one hand, that or by XXXX Xxxxx or the foregoing indemnity will notTransferred Employee, as applicable, on the other hand, on or prior to or on the fifth (5th) anniversary of the Closing Date, and (ix) any Indemnified Personthird party or shareholder claim or demand in respect of the SPR Business or the PCR Business in connection with Capricorn or its Affiliate’s exercise of rights under the Deed of Share Charge, apply the Trade Secret Escrow Agreement, the Capricorn Repurchase Right or similar undertakings to Losses (a) as to a Defaulting Commitment Party, its Related Parties acquire the SPR Business or the PRC Business or any Indemnified Person related theretomaterial interest therein. In determining the amount of any Damages in respect of the failure of any representation or warranty to be true and correct, caused by any materiality standard or qualification (including a Commitment Party Default by such Commitment Party, or (bMaterial Adverse Effect qualification) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is contained in such underlying actionrepresentation or warranty shall be disregarded. The Seller Parties shall have no right of contribution, suit indemnification or proceedingsimilar right from Capricorn or Capricorn Sub. Each of the Seller Parties is individually referred to in this Section 8 as the “Indemnifying Person”, or otherwiseand collectively, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person“Indemnifying Persons”.

Indemnification Obligations. The Following the entry of the BCA Approval Order, the Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the RSA, the Chapter 11 Proceedings, the Intercreditor Litigation or any other similar claims, including any arising under or in connection with, or otherwise related to, the Second Lien Intercreditor Agreement and any related litigation, the Plan and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop Commitments, the Rights OfferingOfferings, the payment of the Put Option Equity Commitment Premium or the use of the proceeds of the Rights OfferingOfferings, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person Party related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of, or breach of fiduciary duty by, such Indemnified Person.

Indemnification Obligations. The Company a. Each of Seller and its Subsidiaries (the “Indemnifying Parties” Guarantor agrees to hold Buyer and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and of its Affiliates, equity holders, members, partners, general partners, managers and its respective Affiliates and their respective Representatives officers, directors, employees, agents and controlling persons advisors (each, an “Indemnified PersonParty”) harmless from and indemnify each Indemnified Party (and will reimburse each Indemnified Party as the same is incurred) against any and all liabilities, losses, claims, damages, liabilities and judgments, costs and expenses (other than Taxes including, without limitation, reasonable fees and expenses of the Commitment Parties except counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to the extent otherwise provided for in this Agreement) or arising out of a this Agreement, any Transaction Request, Purchase Confirmation, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than the Indemnified Party’s gross negligence or willful misconduct. Each of Seller and Guarantor also agrees to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any right or remedy provided for herein, any Transaction Request, Purchase Confirmation and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Seller’s and Guarantor’s agreements in this Section 30 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Each of Seller and Guarantor hereby acknowledges that its obligations hereunder are recourse obligations of Seller and Guarantor and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Mortgage Loans. Each of Seller and Guarantor also agrees not to assert any claim asserted by a third party (collectivelyagainst Buyer or any of its Affiliates, “Losses”) that or any such Indemnified Person may incur of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or to which any such Indemnified Person may become subject punitive damages arising out of or in connection with this Agreementotherwise relating to the facility established hereunder, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium actual or the proposed use of the proceeds of the Rights OfferingTransactions, this Agreement or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoingtransactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, regardless WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. b. Without limitation to the provisions of whether Section 4, if any Indemnified Person payment of the Repurchase Price of any Transaction is made by Seller other than on the then scheduled Repurchase Date thereto as a party thereto, whether result of an acceleration of the Repurchase Date pursuant to Section 16 or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or for any other Personreason, and reimburse each Indemnified Person Seller shall, upon demand by Buyer, pay to Buyer an amount sufficient to compensate Buyer for reasonable documented (with any losses, costs or expenses that it may reasonably incur as of a result of such documentation subject payment. c. Without limiting the provisions of Section 30(a) hereof, if Seller fails to redaction to preserve attorney client and work product privileges) legal pay when due any costs, expenses or other third-party amounts payable by it under this Agreement, including, without limitation, fees and expenses incurred of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personsole discretion.

Indemnification Obligations. The Company PSC and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, Affiliates jointly and severallyseverally agree to fully indemnify each Consenting Lender, indemnify and hold harmless each Commitment Party and its Affiliatesthe Administrative Agent, equity holdersthe Other Agents, members, partners, general partners, managers and its and their respective Representatives and controlling persons Affiliates, directors, officers, employees, agents or representatives including counsel (eachcollectively, an “Indemnified Person”the "Indemnitees") from and against any and all lossesmanner of actions, claimscauses of action, damagessuits, proceedings, liabilities and claims of any nature, costs and or expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreementincluding reasonable legal fees) arising out of a claim which may be incurred by such Indemnitee or asserted by a third party (collectively, “Losses”) that any against such Indemnified Person may incur or to which any such Indemnified Person may become subject Indemnitee arising out of or during the course of, or otherwise in connection with this Agreementor in any way related to, the transactions contemplated hereby negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment consummation of the Put Option Equity Premium or the use of the proceeds of the Rights OfferingPlan, or other than any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) liabilities to the extent they are found arising from the gross negligence or wilful or intentional misconduct of any Indemnitee as determined by a final, non-appealable final judgment of a court of competent jurisdiction. If any claim, whether action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from PSC, the Indemnitee shall promptly notify PSC in writing, and PSC may assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnitee, and the payment of all costs and expenses. The Indemnitee shall have the right to employ separate counsel in any such judgment is claim, action or proceeding and to consult with PSC in the defense thereof, and the fees and expenses of such underlying actioncounsel shall be at the expense of PSC unless and until PSC shall have assumed the defense of such claim, suit action or proceeding. If the named parties to any such claim, action or proceeding (including any impleaded parties) include both the Indemnitee and PSC, and the Indemnitee reasonably believes that the joint representation of PSC and the Indemnitee may result in a conflict of interest the Indemnitee may notify PSC in writing that it elects to employ separate counsel at the expense of PSC, and PSC shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnitee. In addition, PSC shall not effect any settlement or release from liability in connection with any matter for which the Indemnitee would have the right to indemnification from PSC, unless such settlement contains a full and unconditional release of the Indemnitee, or otherwise, a release of the Indemnitee satisfactory in form and substance to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonIndemnitee.

Indemnification Obligations. The Following the entry of the BCA Approval Order, the Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third third-party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and the obligations hereunderthereby, including the Rights Offering Backstop CommitmentsCommitment, the Rights Offering, the 4(a)(2) Backstop Commitment, the 4(a)(2) Backstop Commitment Investment, the payment of the Put Option Equity Commitment Premium or the use of the proceeds of the Rights OfferingTransactions, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company and its Subsidiaries (the “Indemnifying Parties” a. Each of Seller and each an “Indemnifying Party”) shall, jointly Guarantor agrees to hold Buyer and severally, indemnify and hold harmless each Commitment Party and of its Affiliates, equity holders, members, partners, general partners, managers and its respective Affiliates and their respective Representatives officers, directors, employees, agents and controlling persons advisors (each, an “Indemnified PersonParty”) harmless from and indemnify each Indemnified Party (and will reimburse each Indemnified Party as the same is incurred) against any and all liabilities, losses, claims, damages, liabilities and judgments, costs and expenses (other than Taxes including, without limitation, reasonable fees and expenses of the Commitment Parties except counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to the extent otherwise provided for in this Agreement) or arising out of a this Agreement, any Transaction Request, Purchase Confirmation, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than the Indemnified Party’s gross negligence or willful misconduct. Each of Seller and each Guarantor also agrees to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any right or remedy provided for herein, any Transaction Request, Purchase Confirmation and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Seller’s and each Guarantor’s agreements in this Section 30 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Each of Seller and each Guarantor hereby acknowledges that its obligations hereunder are recourse obligations of Seller and such Guarantor and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Mortgage Loans. Each of Seller and each Guarantor also agrees not to assert any claim asserted by a third party (collectivelyagainst Buyer or any of its Affiliates, “Losses”) that or any such Indemnified Person may incur of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or to which any such Indemnified Person may become subject punitive damages arising out of or in connection with this Agreementotherwise relating to the facility established hereunder, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium actual or the proposed use of the proceeds of the Rights OfferingTransactions, this Agreement or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoingtransactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, regardless WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. b. Without limitation to the provisions of whether Section 4, if any Indemnified Person payment of the Repurchase Price of any Transaction is made by Seller other than on the then scheduled Repurchase Date thereto as a party thereto, whether result of an acceleration of the Repurchase Date pursuant to Section 16 or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or for any other Personreason, and reimburse each Indemnified Person Seller shall, upon demand by Buyer, pay to Buyer an amount sufficient to compensate Buyer for reasonable documented (with any losses, costs or expenses that it may reasonably incur as of a result of such documentation subject payment. c. Without limiting the provisions of Section 30(a) hereof, if Seller fails to redaction to preserve attorney client and work product privileges) legal pay when due any costs, expenses or other third-party amounts payable by it under this Agreement, including, without limitation, fees and expenses incurred of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personsole discretion.

Indemnification Obligations. The Company MEMBER agrees that VIGILINT and the respective Representatives of each of them will not have any liability to MEMBER or any other person in connection with, related to or arising out of, this Agreement, including the Services to be provided hereunder, except in connection with any willful breach by VIGILINT of its Subsidiaries (obligations under Sections 6.1. To the “Indemnifying Parties” and each an “Indemnifying Party”) shallfullest extent permitted by applicable law, jointly and severallyMEMBER shall indemnify, indemnify defend and hold harmless each Commitment Party VIGILINT and its Affiliates, equity holders, members, partners, general partners, managers and its and their the respective Representatives and controlling persons of each of them (each, each such individual or entity to be referred to hereinafter as an “"Indemnified Person”) "), from and against any loss, claim, judgment, liability, damage, action or cause of action, joint or several, and all lossesany action in respect thereof (including reasonable legal, claims, damages, liabilities accounting and costs other professional fees and expenses (other than Taxes of the Commitment Parties except that may be incurred by a person in enforcing his, her or its rights to the extent otherwise provided for in indemnification under this Agreement) arising out of (each a claim asserted by a third party (“Loss” and collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto), whether or not involving a third party, to which an Indemnified Person may be subject, insofar as such proceedings are brought by the CompanyLoss relates to, its Subsidiaries, their respective equity holders, Affiliates, creditors arises out of or results from any other PersonCovered Event (as such term is defined below) or alleged Covered Event, and will reimburse each such Indemnified Person upon demand request for reasonable documented (with all Losses incurred by such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred Indemnified Person in connection with investigating, defending or preparing to defend or defendingagainst any such Loss. The term "Covered Event" shall mean (a) any action taken, or providing evidence in omitted to be taken, or preparing services performed, or omitted to serve or serving as a witness with respect tobe performed, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any an Indemnified Person, apply related to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Partyconsistent with the Services or the terms of this Agreement, or (b) any action taken, or omitted to be taken, by MEMBER, in connection with any matter in which an Indemnified Person has been involved pursuant to this Agreement; provided, that the term "Covered Event," with respect to an Indemnified Person, shall exclude any Loss to the extent they are found determined by a the final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have been caused by the gross negligence, whether such judgment is in such underlying actionfraud, suit bad faith or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence misfeasance of such Indemnified Person. “Representative” of a person shall mean any of such person’s owners, partners, investors, managing principals, principals, directors, officers, employees, agents, independent contractors, consultants, counsel, advisors and other representatives.

Indemnification Obligations. The Company Subject to the limitations set forth in this Section 8, from and its Subsidiaries (after the “Indemnifying Parties” and Closing Date, each an “Indemnifying Party”) shall, of the Seller Parties shall jointly and severallyseverally protect, defend, indemnify and hold harmless each Commitment Party and its AffiliatesCMED, equity holders, members, partners, general partners, managers and its CMED Sub and their respective Representatives Affiliates, officers, directors, employees, representatives and controlling persons agents (each, an “Indemnified Person” and collectively, the “Indemnified Persons”) from and against any and all losses, claimscosts, amounts paid or payable, damages, liabilities and costs liabilities, fees (including without limitation reasonable attorneys’ fees) and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, the “LossesDamages”) ), that any such of Indemnified Person may incur or to which any such Indemnified Person may become subject arising out Persons incurs by reason of or in connection with with: (i) any claim, demand, action or cause of action alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of any of the Seller Parties contained in this Agreement, the transactions contemplated hereby Related Agreements, and any exhibits or schedules attached hereto or thereto; (ii) any Damages for Known Liabilities (as defined below) up to the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment Survival Date; (iii) any failure of any of the Put Option Equity Premium Seller Parties to perform any of its covenants, obligations or agreements under this Agreement; (iv) any claims brought prior to the use second (2nd) anniversary of the proceeds Closing relating to title, infringement, misappropriation or unlawful use by CMED or its Affiliates of the Relevant IP Rights Offering(excluding, for the avoidance of doubt, claims brought relating to title, infringement, misappropriation or unlawful use by CMED or its Affiliates with respect to improvements and derivative works of the PRC IP Rights or Relevant IP Rights developed exclusively by CMED or its Affiliates from and after the Closing); (v) any claims brought by a Governmental Authority, shareholder or Employee in respect of Employees who were or who are terminated by a Seller Group Member prior to or as of the Closing (excluding, for the avoidance of doubt, any claims brought by Transferred Employees of the CMED or its Affiliates after the Closing arising out of the Employment and Consulting Agreements executed by such Transferred Employees and CMED or its applicable Affiliates); (vi) any Transaction Expenses of the Seller Parties that remain unpaid as of the Closing; (vii) any fraud or intentional misrepresentation by any Seller Group Member, or any claimof their respective employees, challengeofficers, litigation, investigation directors or proceeding relating shareholders (direct or indirect) with respect to the subject matter of any of the foregoingrepresentations, regardless of whether any Indemnified Person is a party theretowarranties, whether covenants, obligation or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors agreements contained or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated Related Agreements; and (viii) any termination of service of the Transferred Employees, whether by CMED or whether its applicable Affiliate, on one hand, or not this Agreement is terminated; provided, however, that by the foregoing indemnity will notTransferred Employee, as applicable, on the other hand, on or prior to any Indemnified Personor on the fifth (5th) anniversary of the Closing Date, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) unless and to the extent they are found such termination resulted from an intentional breach by CMED, CMED Sub or their Affiliates (as the case may be) of any employment agreement with any Transferred Employee. In determining the amount of any Damages in respect of the failure of any representation or warranty to be true and correct, any materiality standard or qualification (including a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is Material Adverse Effect qualification) contained in such underlying actionrepresentation or warranty shall be disregarded. The Seller Parties shall have no right of contribution, suit indemnification or proceedingsimilar right from CMED or CMED Sub. Each of the Seller Parties is individually referred to in this Section 8 as the “Indemnifying Person”, or otherwiseand collectively, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person“Indemnifying Persons”.

Indemnification Obligations. The Company Following the entry of the PPA and its Subsidiaries BCA Approval Order, the Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Private Placement Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this AgreementPrivate Placement Parties) arising out of a claim asserted by a third third-party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby Agreement and the its obligations hereunder, including the Backstop CommitmentsPrivate Placement Commitment, the Rights OfferingPrivate Placement, the payment of the Put Option Equity Premium Private Placement Agreement Premiums, the Breakup Payments or the use of the proceeds of the Rights OfferingPrivate Placement, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe Reorganized Company, the Company Group, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Private Placement Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Private Placement Default by such Commitment Private Placement Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Following the entry of the BCA Approval Order, the Company, the Reorganized Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby Agreement and the its obligations hereunder, including the Backstop CommitmentsCommitment, the Rights OfferingOfferings, the payment of the Put Option Equity Backstop Commitment Fee, the payment of the Termination Commitment Premium or the use of the proceeds of the Rights OfferingOfferings, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe Reorganized Company, the other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party out-of-pocket expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company and its Subsidiaries Notwithstanding any other provision of this Agreement, each party (the “Indemnifying Parties” and each an “Indemnifying Party”) shallshall defend, jointly indemnify, save and severallykeep harmless the other Partners, indemnify and hold harmless each Commitment Party and its their Affiliates, equity holdersthe Partnership, members, partners, general partners, managers and its York LLC and their respective Representatives successors and controlling persons permitted assigns (eachcollectively, an the “Indemnified PersonParties”) against and from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes Damages sustained or incurred by any of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur them resulting from or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses virtue of: (a) as to a Defaulting Commitment Party, its Related Parties any breach of any representation or any Indemnified Person related thereto, caused warranty made by a Commitment the Indemnifying Party Default by such Commitment Party, or in this Agreement; (b) any breach by the Indemnifying Party of, or failure by the Indemnifying Party to comply with, any of its covenants or obligations under this Agreement (including, without limitation, their obligations under this Article XII); or (c) any indemnification obligation of such party or any Affiliate thereof arising under the provisions of Article X of the Contribution Agreement. Except as provided in the succeeding two paragraphs of this Section 12.2, any indemnification obligation arising under this Article XII and/or Article X of the Contribution Agreement shall be discharged by a capital contribution by the Partner owing such obligation to the extent they are found Partnership in the amount of the Damages relating thereto. Any payment by the Partnership of Damages to which an indemnification obligation relates shall be charged as a distribution to the Indemnifying Partner and taken into account for purposes of current and future distributions made by the Partnership pursuant to Section 5.1. In addition, no item of Partnership property shall be revalued to reflect such indemnification payment. From the date of determination of such obligation (which shall be the date agreed by the parties or the date of a final binding determination by a mediator or the date of a final, non-appealable judgment of determination by a court of competent jurisdiction, whether as applicable) and until such judgment obligation (and all accrued interest, if any, with respect thereto) has been paid in full in cash or other immediately available funds, all cash distributions to which a Partner shall otherwise be entitled to receive pursuant to Section 5.1(a) hereof, shall instead be retained by the Partnership and credited to the discharge of the obligation to make such capital contribution and to pay accrued but unpaid interest as provided in Section 3.1(c) hereof. Notwithstanding any other provision of this Agreement to the contrary, in the event any indemnification obligation arises under Section 10.6 of the Contribution Agreement and Gannett reasonably determines that such claim is likely to result in Damages which would impact more than one fiscal year of the Partnership (each, a “York Indemnity Claim”), Gannett shall have the option to invoke the remedy described in this paragraph with respect to such underlying actionYork Indemnity Claim in lieu of the remedies described in the immediately preceding paragraph of this Section. Such option may be exercised by Gannett, suit in its sole discretion, by providing written notice to the Partnership and MediaNews (each, a “Gannett Claim Notice”), within thirty (30) days of any such determination, which sets forth with reasonable specificity the basis for the claim for indemnification, the nature of the claim and the basis and methodology for calculating the amount of the proposed reduction in the MediaNews Percentage Interest and the proportionate increase in the Gannett Percentage Interest as a result of such York Indemnity Claim. The parties agree that of MediaNews’ 59.36% Percentage Interest, a 29.50% Percentage Interest shall be treated by the parties as being attributable to the contribution of the York Partnership Interest to the Partnership pursuant to Section 2.5(a) of the Contribution Agreement. With respect to any York Indemnity Claim subject to a Gannett Claim Notice, the parties agree that MediaNews’ Percentage Interest shall be adjusted to the following percentage: (I) the sum of (a) the excess of 59.36 over 29.50 plus (b) the product of 29.50 times a fraction, the numerator of which is the fair market value of the York Partnership Interest on the date of the Gannett Claim Notice (taking into account all Damages resulting from or proceedingarising out of or by virtue of such York Indemnity Claim, including, but not limited to, the adverse effect, on a present value basis, of any changes which impact the subsequent business or otherwiseoperations of the York Limited Partnership) and the denominator of which is the fair market value of the York Partnership Interest immediately prior to the date that such indemnification obligation first arose (for purposes of clarification, this fraction cannot be greater than 1), divided by (II) 100 plus the amount described in (I)(b) above minus 29.50. If MediaNews objects to the proposed reduction in the MediaNews Percentage Interest set forth in the Gannett Claim Notice, MediaNews shall notify Gannett in writing of the basis for its objection within fifteen (15) business days after receipt of the Gannett Claim Notice and, pursuant to the procedures set forth in Section 13.1 hereof (except that no further written notice of the matter in dispute shall be required), the parties shall attempt to agree upon the fair market values of the York Partnership Interests for purposes of the applicable fraction set forth above. If the parties are unable to agree on the fair market values of the York Partnership Interest pursuant to Section 13.1, then MediaNews shall select an independent qualified appraiser (with the concurrence of Gannett, which concurrence shall not be unreasonably withheld) to determine the fair market values of the York Partnership Interests for purposes of the applicable fraction set forth above, and the parties shall abide by the conclusions of such appraiser which shall be final and binding upon the parties. The Partnership shall pay the fees of any such appraiser. Any indemnification obligation with respect to a York Indemnification Claim subject to a Gannett Claim Notice shall be discharged upon a reduction in the MediaNews Percentage Interest and proportionate increase in the Gannett Percentage Interest pursuant to this paragraph, and such discharge shall be effective as of the date of the applicable Gannett Claim Notice. Notwithstanding the preceding sentence, from and after the date of any Gannett Claim Notice, unless otherwise agreed by the parties, all cash distributions to which MediaNews shall otherwise be entitled to receive pursuant to Section 5.1(a) hereof shall continue to be distributed to MediaNews until (i) MediaNews has made an additional capital contribution to the Partnership pursuant to the next paragraph of this Section or (ii) MediaNews has failed to exercise its option to make an additional capital contribution to the Partnership within the 30-day period referenced in the next paragraph of this Section, in either of which events, any future distributions to which MediaNews would otherwise be entitled to receive pursuant to Section 5.1(a) hereof shall be equitably adjusted (including accrued interest at a rate of 5% per annum), retroactive to the date of the Gannett Claim Notice, to arise take into account the period during which the MediaNews Percentage Interest was reduced from and after the bad faithdate of the Gannett Claim Notice. If, willful misconduct as a consequence of Gannett’s invoking the remedy described in the preceding two paragraphs of this Section, the Percentage Interest of MNG and its Affiliates would be decreased to less than 51%, MediaNews shall have the option, exercisable by written notice to Gannett within 30 days of a final determination of the amount by which MediaNews’ Percentage Interest is to decrease pursuant to the preceding two paragraphs, to contribute to the Partnership additional newspapers, mastheads or gross negligence related assets owned by it, provided that any such proposed additional capital contribution shall be subject to Gannett’s reasonable concurrence, which such concurrence shall not be unreasonably withheld; and provided, further, that no such proposed additional capital contribution shall cause Gannett’s Percentage Interest to be decreased to a level of less than 90% of the Gannett Percentage Interest which was in effect immediately prior to the date of the Gannett Claim Notice which gave rise to such reduction in MediaNews’ Percentage Interest, without obtaining the prior written consent of Gannett, which may be withheld in Gannett’s sole discretion. Upon receipt by the Partnership of an additional capital contribution pursuant to this paragraph, the Capital Account and Percentage Interest of the contributing Partner(s) will be adjusted upward to reflect the fair market value of such Indemnified Personcontribution (determined in accordance with the procedures set forth in Section 9.5(f)) and, subject to the terms of the immediately preceding sentence, the Percentage Interest of the other Partner(s) will be adjusted downward proportionately to reflect the increase in the contributing Partner’s Percentage Interest.

Indemnification Obligations. The Company and its Subsidiaries (the “Indemnifying Parties” a. Sellers agree to hold Administrative Agent, Buyers and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its of their respective Affiliates and their respective Representatives officers, directors, employees, agents and controlling persons advisors (each, an “Indemnified PersonParty”) harmless from and indemnify each Indemnified Party (and will reimburse each Indemnified Party as the same is incurred) against any and all third-party liabilities, obligations, losses, claims, damages, liabilities penalties, judgments, suits, costs, expenses and costs disbursements of any kind whatsoever, including, without limitation, reasonable fees and expenses of counsel (other than Taxes collectively, the “Indemnified Amounts”) of the Commitment Parties any kind which may be imposed upon, incurred by or asserted against Indemnified Party in any way relating to or arising out of this Agreement, any Transaction Request, any Program Agreement or any transaction contemplated hereby or thereby, except to the extent otherwise that any claim for Indemnified Amounts results from or relates to: (i) the gross negligence or willful misconduct of any Indemnified Party or (ii) a claim by one Indemnified Party against another Indemnified Party that is a Subsidiary of such Indemnified Party. Sellers also agree to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any right or remedy provided for herein, any Transaction Request and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Sellers’ agreements in this Section 30 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement) arising out . Each Seller hereby acknowledges that its obligations hereunder are recourse obligations of a such Seller and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Mortgage Loans. Each Seller also agrees not to assert any claim asserted by a third party (collectivelyagainst Administrative Agent, “Losses”) that each Buyer or any such Indemnified Person may incur of its Affiliates, or to which any such Indemnified Person may become subject of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or in connection with this Agreementotherwise relating to the facility established hereunder, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium actual or the proposed use of the proceeds of the Rights OfferingTransactions, this Agreement or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoingtransactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, regardless WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. b. Without limitation to the provisions of whether Section 4, if any Indemnified Person payment of the Repurchase Price of any Transaction is made by Sellers other than on the then scheduled Repurchase Date thereto as a party thereto, whether result of an acceleration of the Repurchase Date pursuant to Section 16 or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or for any other Personreason, and reimburse each Indemnified Person Sellers shall, upon demand by Administrative Agent, pay to Administrative Agent on behalf of Buyers an amount sufficient to compensate Buyers for reasonable documented any losses, costs or expenses that they may reasonably incur as of a result of such payment. c. Without limiting the provisions of Section 30(a) hereof, if Sellers fail to pay when due any costs, expenses or other amounts payable by them under this Agreement, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of Sellers by Administrative Agent (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth hereinreimbursement by Sellers), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, in its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personsole discretion.

Indemnification Obligations. The Company a. Each Seller and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shallGuarantor, jointly and severally, indemnify agrees to hold the Buyer and hold harmless each Commitment Party and of its Affiliates, equity holders, members, partners, general partners, managers and its respective Affiliates and their respective Representatives officers, directors, employees, agents and controlling persons advisors (each, an “Indemnified PersonParty”) harmless from and indemnify each Indemnified Party (and will reimburse each Indemnified Party as the same is incurred) against any and all third-party liabilities, losses, claims, damages, liabilities and judgments, costs and expenses (other than Taxes including, without limitation, reasonable fees and expenses of the Commitment Parties except counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to the extent otherwise provided for in this Agreement) or arising out of a this Agreement, any Transaction Request, Purchase Confirmation, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than the Indemnified Party’s gross negligence or willful misconduct. The Sellers and the Guarantor also agree to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any right or remedy provided for herein, any Transaction Request, Purchase Confirmation and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. The Sellers’ and the Guarantor’s agreement in this Section 31 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. The Sellers and the Guarantor hereby acknowledge that their obligations hereunder are recourse obligations of the Sellers and the Guarantor and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Mortgage Loans. The Sellers and the Guarantor also agree not to assert any claim asserted by a third party (collectivelyagainst the Buyer or any of its Affiliates, “Losses”) that or any such Indemnified Person may incur of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or to which any such Indemnified Person may become subject punitive damages arising out of or in connection with this Agreementotherwise relating to the facility established hereunder, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium actual or the proposed use of the proceeds of the Rights OfferingTransactions, this Agreement or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoingtransactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, regardless WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. b. Without limitation to the provisions of whether Section 4, if any Indemnified Person payment of the Repurchase Price of any Transaction is a party thereto, whether or not such proceedings are brought made by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors Sellers other than on the then scheduled Repurchase Date thereto as a result of an acceleration of the Repurchase Date pursuant to Section 17 or for any other Personreason, and reimburse each Indemnified Person the Sellers shall, upon demand by the Buyer, pay to the Buyer an amount sufficient to compensate the Buyer for reasonable documented (with any losses, costs or expenses that it may reasonably incur as of a result of such documentation subject payment. c. Without limiting the provisions of Section 31(a) hereof, if the Sellers fail to redaction to preserve attorney client and work product privileges) legal pay when due any costs, expenses or other third-party amounts payable by them under this Agreement, including, without limitation, fees and expenses incurred in connection with investigatingof counsel and indemnities, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any such amount may be paid on behalf of the foregoing (including Sellers by the Buyer, in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personsole discretion.

Indemnification Obligations. The Company (a) Seller agrees, subject to the other terms and conditions of this Agreement, to indemnify Buyer, its Subsidiaries Affiliates and the officers, directors, employees, agents, advisers and representatives of each such person (the collectively, “Indemnifying Parties” and each an “Indemnifying PartyBuyer Indemnitees”) shall, jointly and severally, indemnify and hold Buyer Indemnitees harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against after the Closing Date for any and all lossesLosses actually suffered or incurred by Buyer Indemnitees, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreementi) arising out of or resulting from the breach of any representation or warranty of Seller or Company, other than a claim asserted breach of the representations and warranties in Section 3.7(c) and 3.22(b), (ii) arising out of or resulting from the breach of any covenant or agreement of Seller, in each case, contained in this Agreement, except, in the case of clause (a) and (b), to the extent any loss or portion thereof has been included in or accounted for in the computation of Final Working Capital and (iii) as set forth on Section 7.2 of the Disclosure Schedules. (b) Seller agrees, subject to the other terms and conditions of this Agreement, to indemnify Buyer Indemnitees and hold Buyer Indemnitees harmless from and after the Closing Date for any and all Losses actually suffered or incurred by a third party Buyer Indemnitees, arising out of or resulting from the breach of any representation or warranty in Section 3.7(c) or 3.22(b). Buyer and Seller agree that, subject to the other terms and conditions of this Agreement, for (i) any breach of any representation and warranty in Section 3.7(c), Losses for such breach will be calculated as the amount by which Company’s actual monthly tower cash flow (which shall include the aggregate net impact of all inadvertent excluded or included site leasing revenues or expenses), as of February 1, 2006 based on Company’s books and records (calculated in the same manner as Company calculated tower cash flow for purposes of preparing the schedule in Section 3.7(c)) was less than the tower cash flow on February 1, 2006 set forth on the schedule annualized and the result multiplied by the Indemnity Multiple and (ii) any breach of any representation and warranty in Section 3.22(b), Losses for such breach will be calculated as the annualized rent as of February 1, 2006 (net of any revenue sharing directly related to any such Tenant Lease) payable under any Tenant Lease omitted from Schedule 3.22(b) in breach thereof multiplied by the Indemnity Multiple. (c) Each of Buyer and Parent agrees, subject to the other terms and conditions of this Agreement, to indemnify Seller, its Affiliates, and the officers, directors, employees, agents, advisers and representatives of each such person (collectively, “LossesSeller Indemnitees”) that and hold Seller Indemnitees harmless from and after the Closing Date for any such Indemnified Person may incur and all Losses actually suffered or to which any such Indemnified Person may become subject incurred by Seller Indemnitees, arising out of or resulting from the breach of (i) any representation or warranty of Buyer or Parent, and (ii) any covenant or agreement of Buyer or Parent, in connection with each case, contained in this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company (a) Each party shall be liable to and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, shall indemnify and hold harmless each Commitment Party the other and its Affiliates, equity holders, members, partners, general partners, managers and its Affiliates and their respective Representatives officers, directors, employees, subcontractors and controlling persons their successors and assigns (each, an collectively “Indemnified PersonParties”) from and against any and all lossesLosses (as hereinafter defined) incurred by them by reason of: (i) The indemnifying party’s breach of any representation, claimswarranty, damages, liabilities and costs and expenses covenant or agreement hereunder; notwithstanding any materiality or other qualifier set forth in such provision (other than Taxes of ii) The indemnifying party’s failure to perform its obligations hereunder; (iii) any action or failure to act (where there was a duty to act) by the Commitment Parties except indemnifying party related to the extent Program and/or as otherwise provided for in this Agreement; (iv) arising out of a claim asserted by a The indemnifying party having caused Losses to third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or parties in connection with its obligations under this Agreement, where such third parties have sought recovery from Indemnified Parties; and (v) The indemnified party’s defending against claims described in (iv). In any case, the transactions contemplated hereby indemnifying party’s liability does not extend to Losses proximately arising from an act or failure to act by Indemnified Parties. Additionally, Company shall indemnify Bank and its Indemnified Parties for any Losses caused by or related to goods or services charged to an Account or third parties’ use of or reliance on Redemption Data. (b) For purposes of this Section 6, the obligations hereunderterm “Losses” shall mean any liability, damage, costs, fees, losses, judgments, penalties, fines, and expenses, including without limitation, any reasonable attorneys’ fees, disbursements, settlements (which require the Backstop Commitmentsother party’s consent which shall not be unreasonably withheld), the Rights Offeringand court costs, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offeringreasonably incurred by Bank, Company, or any claima third-party, challengeas the case may be, litigation, investigation or proceeding relating without regard to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by Losses would be deemed material under this Agreement or the Plan are consummated or whether or not this Agreement is terminatedAgreement; provided, provided however, that the foregoing indemnity will not, as to Losses shall not include any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, overhead costs that either party would normally incur in conducting its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.everyday business. [*]

Indemnification Obligations. The (a) To the extent permitted by applicable law, the Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, shall indemnify and hold harmless each Commitment Party Holder of Registrable Securities included in the Registration Statement, each Person, if any, who controls such Holder within the meaning of the Securities Act, and its Affiliateseach officer, equity holdersdirector, membersmanager or partner of such Holder and such controlling Person, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs reasonable expenses, including attorneys’ fees and disbursements and expenses (other than Taxes of the Commitment Parties except investigation, incurred by such party pursuant to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectivelyany actual or threatened action, “Losses”) that any such Indemnified Person may incur suit, proceeding or investigation, or to which any such Indemnified Person of the foregoing Persons may become subject arising under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of the Registration Statement or contained in the final prospectus (as amended or supplemented, if the Company files any amendment or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other law, including, without limitation, any state securities laws, or any rule or regulation thereunder related to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”), provided, however, that the indemnification required by this Section 3.01 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with this Agreementthe registration. (b) To the extent permitted by applicable law, the transactions contemplated hereby each Holder shall indemnify and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by hold harmless the Company, each of its Subsidiariesdirectors and each of its officers, their respective equity holderseach Person, Affiliatesif any, creditors who controls the Company within the meaning of the Securities Act, and each officer, director, manager or partner of such controlling Person, any other Holder, any controlling Person of any such other Holder and each officer, director, manager or partner of such other Holder and such controlling Person, against any and reimburse each Indemnified Person upon demand for reasonable documented (with all losses, claims, damages, liabilities and expenses, including attorneys’ fees and disbursements and expenses of investigation, incurred by such documentation subject party pursuant to redaction to preserve attorney client and work product privileges) legal any actual or other third-party expenses incurred in connection with investigatingthreatened action, preparing to defend suit, proceeding or defendinginvestigation, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in each case to the extent (including and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminatedsuch registration; provided, however, that (x) the foregoing indemnity will not, as to any Indemnified Person, indemnification required by this Section 3.01 shall not apply to Losses amounts paid in settlement of any such loss, claim, damage, liability or expense if settlement is effected without the consent of the relevant Holder of Registrable Securities, which consent shall not be unreasonably withheld, and (ay) as in no event shall the amount of any indemnity under this Section 3.01 exceed the gross proceeds from the applicable offering received by such Holder. (c) The obligations of the Company and the Holders of Registrable Securities under this Article III shall survive the completion of any offering of Registrable Securities pursuant to a Defaulting Commitment Partyregistration statement under this Agreement, its Related Parties or any Indemnified Person related theretoand otherwise. (d) Except as otherwise set forth herein, caused by a Commitment Party Default by such Commitment Party, or (b) the mechanics and procedures with respect to the extent they are found by a finalrights and obligations under this Article III shall be the same as those set forth in Section 14.01, non-appealable judgment Indemnification, of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonSecurities Purchase Agreement.

Indemnification Obligations. The Company and its Subsidiaries Following the entry of the Backstop Order, but effective as of the date hereof, the Debtors (the “Indemnifying Parties,” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Equity Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Equity Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop CommitmentsCommitment, the Equity Rights Offering, the Expense Reimbursement, the payment of the Put Option Equity Backstop Commitment Premium or the Backstop Commitment Termination Premium or the use of the proceeds of the Equity Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the CompanyDebtors, its Subsidiariesthe Reorganized Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Equity Commitment Party, Party or its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment PartyParties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the willful misconduct, bad faith, willful misconduct faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. 3.1.1. The Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, Seller shall indemnify and defend Buyer and hold Buyer harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all lossesactions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, liabilities dues, diminution of value, penalties, fines, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, costs, expenses and fees, including court costs and reasonable attorneys’ fees and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “LossesAdverse Consequences”) that arising out of, resulting from, relating to, in the nature of or caused by any such Indemnified Person may incur misrepresentation or breach of any representation, warranty, covenant or agreement made by the Seller in this Agreement or in any statement, certificate, instrument or other document or item furnished or delivered or to which any such Indemnified Person may become subject arising out of be furnished or delivered by the Seller to Buyer pursuant to this Agreement or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement. 3.1.2. Buyer shall indemnify and defend the Seller and hold the Seller harmless from and against any and all Adverse Consequences arising out of, resulting from, relating to, in the nature of or caused by any misrepresentation or breach of any representation, warranty, covenant or agreement made by Buyer in this Agreement or in any statement, certificate, instrument or other document or item furnished or delivered or to be furnished or delivered by Buyer to the Plan are consummated or whether or not Seller pursuant to this Agreement or in connection with the transactions contemplated by this Agreement. 3.1.3. A party seeking indemnification pursuant to this Section (an “Indemnified Party”) shall give notice to the party from whom such indemnification is terminatedsought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought pursuant to this Section (a “Claim”) as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to damages for which indemnification may be sought under this Section (but in any event on or prior to the applicable expiration date described below in Section 9) which contains (i) a description and the amount of any damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Section and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such damages; provided, however that any delay or failure of any Indemnified Party with regard to notifying any Indemnifying Party of any Claim shall not relieve the Indemnifying Party from any liability hereunder except to the extent that the defense of such action is prejudiced by such delay or failure to notify or promptly notify. Within 15 days after delivery of a notice of a Claim, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (I) agree that the Indemnified Party is entitled to receive all of the damages claimed (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the damages claimed, by check or by wire transfer), (II) agree that the Indemnified Party is entitled to receive part, but not all, of the damages claimed and a reasonable explanation of the basis therefor (the “Agreed Amount”) (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (III) contest that the Indemnified Party is entitled to receive any of the damages claimed and a reasonable explanation of the basis therefor. If the Indemnifying Party in such response contests the payment of all or part of the damages claimed, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. Any survival period time limitation specified in Section 9 below shall not apply to a Claim which has been the subject of notice from the Indemnified Party to the Indemnifying Party given prior to the expiration of such period. After such notice, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the Indemnifying Party shall be entitled, if it so elects, (i) to take control of the defense and investigation of such lawsuit or action (provided such defense and investigation are pursued in a diligent and professional manner); (ii) to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party’s cost, risk, and expense unless the named parties to such action or proceeding include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party; and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. In the event the Indemnifying Party does assume the defense of such Claim as provided above, the Indemnified Party shall have the right to fully participate in such defense (including engaging attorneys of its own choice), at its sole expense, and the Indemnifying Party (and its chosen attorneys) shall keep the Indemnified Party (and its attorneys) reasonably informed and shall reasonably cooperate with the Indemnified Party (and its attorneys) in connection with such participation. If the Indemnifying Party fails to assume the defense of such claim within 15 days after receipt of the notice of a Claim, the Indemnified Party against which such Claim has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party’s cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Indemnifying Party (which defense shall be pursued in a diligent and professional manner); provided, however, that such Claim shall not be compromised or settled without the foregoing indemnity written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnified Party assumes the defense of the Claim, the Indemnified Party will notkeep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any damages by reason of such settlement or judgment. 3.1.4. For purposes of this Section, including the determination of Claims by Buyer, any and all references to “material” limitations or limitations as to “knowledge” in Seller’s representations and warranties, while being taken into account for purposes of determining whether a breach has occurred giving rise to a Claim by Buyer for Adverse Consequences for which Buyer is to be indemnified, shall be disregarded for purposes of calculating the amount of said Claim. 3.1.5. Neither party shall be required to indemnify the other party pursuant to this Section unless or until the aggregate monetary amount of Adverse Consequences exceeds $5,000.00 (the “Basket”) following which the Indemnifying Party shall be required to indemnify the Indemnified Party (subject to the Indemnity Cap) only for the monetary amounts of Adverse Consequences in excess of the Basket. 3.1.6. Neither party shall be required to indemnify the other party for an aggregate amount of Adverse Consequences in excess of $450,000.00 (the “Indemnity Cap”). 3.1.7. In no event shall the provisions of this Section in any Indemnified Personway modify or otherwise limit the rights or remedies available to any of the parties with regard to a claim of fraud. The parties shall be entitled as a result of misrepresentation, apply breach or default under this Agreement, to Losses pursue any and all non-monetary relief to which any of them may otherwise be entitled at law, in equity or otherwise. 3.1.8. The amount of damages payable by an Indemnifying Party under this Section shall be (a) as reduced by any insurance proceeds actually received by the Indemnified Party with respect to a Defaulting Commitment Partythe claim for which indemnification is sought, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found reduced by a finalany amounts recovered from any third parties, non-appealable judgment by way of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, indemnification or otherwise, with respect to arise from the bad faith, willful misconduct claim for which indemnification is sought and (c) any tax benefits actually received by the Indemnified Party or gross negligence for which the Indemnified Party is eligible on account of the matter resulting in such damages or the payment of such damages. Each Indemnified PersonParty shall, as soon as is reasonably practicable and commercially feasible, make application for such insurance procedures referred to in clause (a) above. Except with regard to compensation for claims paid to third parties, damages payable by an Indemnifying Party under this Section shall not include punitive damages or any special or indirect damages or any damages that are consequential in nature such as lost profits, diminution in value, damage to reputation and the like. Except as set forth in this Agreement, the Seller or the Buyer are not making any representation, warranty, covenant or agreement with respect to the matters contained herein. Provided that the Buyer has complied with all of the provisions of the this Section 3, Buyer shall have the right to off-set or set-off any payment due pursuant to this Agreement against any other payment to be made pursuant to this Agreement or otherwise (including against indemnification payments). Except for breaches of Sections 1.2 or 1.7 by Buyer, indemnification under this Section shall be the exclusive means of recovery by either Buyer or Seller and, as applicable, its officers, directors and shareholders against the other party for any breach or violation, or alleged breach or violation, of the representations, warranties, covenants and agreements under this Agreement and shall be in lieu of any other common law or statutory rights or remedies.

Indemnification Obligations. The Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”a) shall, jointly and severally, Buyer shall indemnify and hold harmless the Indemnified Parties, and each Commitment Party of them, from, against, for and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against in respect of any and all losses, claimsliabilities, damages, liabilities and demands, obligations, judgments, fines, deficiencies, encumbrances, assessments, costs and expenses (including, without limitation, interest, penalties and reasonable attorneys' fees, incident to any action, suit, claim, proceeding or investigation commenced or threatened by or on behalf of any holder of Minority Shares and by any governmental or quasi-governmental agency, board, bureau, commission or other than Taxes instrumentality, and any and all amounts paid in settlement of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such action, suit, claim, proceeding or investigation, asserted against, resulting to, imposed upon, or incurred or suffered by the Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights OfferingParties, or any claimof them, challengein each case in respect of the purchase or attempted purchase by Buyer or any designee thereof of the Minority Shares or any of them, litigationwhether by tender or exchange offer, investigation acquisition, merger, open market purchase or proceeding relating otherwise (all hereinafter collectively referred to as "Damages"). Notwithstanding anything herein to the contrary, Buyer shall have no obligation to any of the foregoing, regardless Indemnified Parties under this Section 1 in respect of whether any Indemnified Person is a party thereto, whether the business or not such proceedings are brought by operations of the Company prior to the Closing (as defined in the Stock Purchase Agreement) or the actions or omissions of the Company's officers, its Subsidiariesdirectors, their respective equity holdersstockholders, Affiliatesemployees or agents prior to the Closing, creditors or irrespective of the date that any other Personclaim, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal suit or other third-party expenses incurred cause of action related thereto is filed or otherwise instituted, provided, however, that nothing contained herein shall be construed to limit or negate the indemnification obligations provided for in connection with investigatingthe Stock Purchase Agreement. (b) For purposes of this Agreement, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness all Damages shall be computed net of any insurance coverage with respect to, any lawsuit, investigation, claim or other proceeding relating to thereto that reduces the Damages that would otherwise be sustained by any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminatedIndemnified Parties; provided, however, that in all cases, the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties timing of the receipt or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to realization of insurance proceeds shall be taken into account in determining the extent they are found by a final, non-appealable judgment amount of a court reduction of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonDamages.

Indemnification Obligations. The Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Backstop Party and that is not a Defaulting Backstop Party, its Affiliates, equity holdersshareholders, members, partnerspartners and other equity holders, general partners, managers and its and their respective Representatives Representatives, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop CommitmentsCommitment, the Rights Offering, the payment of the Put Option Equity Backstop Premium or the use of the proceeds of the Rights Offering, or any breach by the Debtors of this Agreement, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, Backstop Party and its Related Parties or any Indemnified Person related theretoParties, caused by a Commitment Backstop Party Default by such Commitment Backstop Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third third-party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Rights Offering Backstop CommitmentsCommitment, the Rights Offering, the payment of the Put Option Equity Premium Commitment Payment or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the fraud, bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, shall indemnify and hold harmless each Commitment Party and its Party, their Affiliates, equity holdersshareholders, members, partnerspartners and other equity holders, general partners, managers and its and their respective Representatives Representatives, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Equity Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights OfferingEquity Commitment Units, or any breach by the Company of this Agreement, for any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such a Commitment Party, (b) to the extent relating to disputes among Commitment Parties and/or Minority Equityholders, or (bc) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company and its Subsidiaries indemnification obligations under this Agreement shall be subject to the following provisions: (the 1) The party seeking indemnification (“Indemnifying Parties” and each an “Indemnifying PartyIndemnitee”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons shall notify the other party (each, an “Indemnified PersonIndemnitor”) of any Claim against Indemnitee within forty-five (45) days after it has notice of such Claim, but failure to notify Indemnitor shall in no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnitee against such liability (with counsel approved by Indemnitee), within thirty (30) days after Indemnitee gives Indemnitor written notice of the same, then Indemnitee may defend and settle such Claim, and Indemnitor’s liability to Indemnitee shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including attorneys’ fees, incurred by Indemnitee in effecting such settlement. Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of Indemnitee unless: (a) the employment of such counsel shall have been authorized in writing by Indemnitor in connection with the defense of such action, (b) Indemnitor shall not have employed counsel to direct the defense of such action or any such counsel employed by Indemnitor shall have failed to commence or pursue such defense, or (c) Indemnitee shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the right to direct the defense of such action or of Indemnitee), in any of which events such fees and against any and all losses, claims, damages, liabilities and expenses shall be borne by Indemnitor. (2) The indemnification obligations under this Agreement shall cover the costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunderIndemnitee, including the Backstop Commitmentsreasonable attorneys’ fees, the Rights Offeringrelated to any actions, the payment of the Put Option Equity Premium suits or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating judgments incident to any of the foregoingmatters covered by such indemnities. (3) The indemnification obligations of Indemnitor under this Agreement shall also benefit any present or future advisor, regardless trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, participant and agent of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors in Indemnitee or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal entity now or other third-party expenses incurred hereafter having a direct or indirect ownership interest in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonIndemnitee.

Indemnification Obligations. The Company and With respect to any obligation of Parent or any of its Subsidiaries (each, a “Parent Company” and collectively, the “Indemnifying Parties” and each Parent Companies”) to indemnify, defend and/or hold harmless, or advance expenses to, any of the Board Designees for any Adverse Consequences arising out of or with respect to current, future or prior service on the Board of Directors (each, an “Indemnifying PartyIndemnitee”), Parent hereby acknowledges and agrees that (a) such Parent Company is the indemnitor of first resort; (b) the obligations of such Parent Company to each Indemnitee are primary, and any obligations of Stockholder, any Affiliate of Stockholder or any Fund to provide advancement of expenses or indemnification for any Adverse Consequences incurred by an Indemnitee and for which any Parent Company has agreed (or is otherwise obligated) to indemnify Indemnitee (whether under any Organizational Document or any other agreement or document) are secondary, and (c) if Stockholder, or any Affiliate of Stockholder, Fund or other Indemnitee, is obligated to pay, or pays, or causes to be paid for any reason, any expense or Adverse Consequences which any Parent Company is otherwise obligated (whether under any Organizational Document or any other agreement or document) to pay to or on behalf of Indemnitee, then (x) Stockholder, Affiliate of Stockholder, Fund or other Indemnitee, as the case may be, shall be fully subrogated to and otherwise succeed to all rights of Indemnitee with respect to such payment, including with respect to rights to claim such amounts from such Parent Company; and (y) as applicable, Parent shall, jointly and severallyor shall cause such other Parent Company to be obligated to, reimburse, indemnify and hold harmless each Commitment Party (or cause one or more other Parent Companies to reimburse, indemnify and its Affiliateshold harmless) Stockholder, equity holdersAffiliate of Stockholder, membersFund or other Indemnitee, partnersas the case may be, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and for all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted such payments actually made by a third party (collectively, “Losses”) that any such Indemnified Person may incur entity or to which any such Indemnified Person may become subject arising out person on behalf of or in connection with for the benefit of Indemnitee. For purposes of this Agreement, the transactions contemplated hereby and the obligations hereunder“Fund” shall mean any investment fund formed or managed by Versa Capital Management, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, LLC or any claimof its Affiliates or for which Versa Capital Management, challenge, litigation, investigation LLC or proceeding relating to any of the foregoingits Affiliates serves as an investment adviser including Stockholder and its parallel funds and alternative vehicles, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or and any other Personpartnership, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal limited liability company or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to legal entity that is an Affiliate of any of the foregoing (including in connection with the enforcement which directly or indirectly owns equity securities of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties Parent or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personother Parent Company.

Indemnification Obligations. The Subject to the limitations set forth in this Article VIII, from and after the date of this Agreement, the Debtors or Reorganized Company and its Subsidiaries Parties, as applicable (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of or in any way related to a claim asserted by any holder of Existing 2024 Notes (as defined in the Term Sheet) that is not a third party Consenting 2024 Noteholder and has not participated in the Rights Offering (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop CommitmentsCommitment, the Rights Offering, the payment of the Put Option Equity Premium Expense Reimbursement or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction only to preserve attorney client and work product privileges) legal or other third-party expenses actually incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, Party or its Related Parties or any Indemnified Person related thereto, caused by to a Commitment Party Default by such Defaulting Commitment Party, Party or (b) to the extent they such Losses are found by a final, non-appealable judgment of a court of competent jurisdiction, whether jurisdiction in a Final Order to have arisen from the breach by such judgment is in such underlying action, suit Indemnified Person of its obligations hereunder or proceedingunder the PSA, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company Following the entry of the Approval Order, the Company, the Reorganized Debtors and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby Agreement and the obligations hereunder, including the Backstop CommitmentsCommitment, the Rights OfferingOfferings, the payment of the Put Option Equity Commitment Premium or the use of the proceeds of the Rights OfferingOfferings, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe Reorganized Debtors, the other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Following the entry of the BCA Consummation Approval Order, the Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and Backstop Party, its Affiliates, equity holdersshareholders, members, partnerspartners and other equity holders, general partners, managers and its and their respective Representatives Representatives, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Backstop Parties except to the extent otherwise provided for in this Agreement, including the last sentence of Section 2.05(c)) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the RSA, the Chapter 11 Proceedings or any other similar claims and related litigation, the Plan and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any breach by the Debtors of any representation, warranty, covenant, obligation or other provision of this Agreement, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, Backstop Party and its Related Parties or any Indemnified Person related theretoParties, caused by a Commitment Backstop Party Default by such Commitment Backstop Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company and its Subsidiaries (a) Subject to the “Indemnifying Parties” and each an “Indemnifying Party”) limitations set forth in this Agreement, Seller shall, jointly from and severallyafter the Closing, indemnify indemnify, defend and hold each Buyer Indemnitee harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all lossesDamages suffered or incurred by such Buyer Indemnitee arising out or relating to (i) a breach of any covenant, claims, damages, liabilities agreement and costs and expenses (other than Taxes obligation of the Commitment Parties except to the extent otherwise provided for Seller set forth in this AgreementAgreement (except for the covenants of Seller in Section 8.3(a)), (ii) arising out for the breach of a claim asserted any representation or warranty of Seller set forth in this Agreement (or any certificate delivered by a third party Seller at Closing) for which written notice is received by Seller from Buyer within the applicable Survival Period, (collectivelyiii) the matters disclosed on, “Losses”or that are required to be disclosed on Exhibit 4.6, Exhibit 4.8 and Exhibit 4.9 (for the representation and warranties in Sections 4.6, 4.8 and 4.9 to be true and correct) that any and (iv) Damages suffered or incurred by such Indemnified Person may incur or to which any such Indemnified Person may become subject Buyer Indemnitee arising out of or in connection relating to third party claims brought against Buyer (which shall exclude claims by affiliates of Buyer or claims by Buyer’s successors and assigns) with respect to the Retained Obligations. Seller’s indemnity under this Agreement, Section 11.1(a) shall not cover or include any matters pertaining to title to the transactions contemplated hereby and the obligations hereunderProperties or environmental matters, including Title Defects and Environmental Defects, which will be governed exclusively by Article VII hereof. (b) Buyer shall, from and after the Backstop CommitmentsClosing, assume, indemnify, defend and hold each Seller Indemnitee harmless from and against any and all Damages suffered or incurred by such Seller Indemnitee arising out of or relating to (i) any breach of any covenant, agreement or obligation of Buyer set forth in this Agreement (except for the Rights Offeringcovenants of Buyer in Section 8.3(b)) and (ii) any liability, or obligation arising out of or with respect to the payment development, construction, ownership, operation or condition of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, Properties regardless of whether the same accrued or otherwise arose before, on or after the Effective Date, including liabilities occurring under the Transferred Contracts, provided that Buyer is not obligated to indemnify Seller under this Section 11.1(b) for any Indemnified Person Damages to the extent Seller is a party thereto, whether obligated to indemnify Buyer for such Damages pursuant to Section 11.1(a) or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors Section 13.1 or otherwise pursuant to this Agreement or any other PersonTransaction Document. (c) THE FOREGOING INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, and reimburse each Indemnified Person upon demand for reasonable documented OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (with such documentation subject to redaction to preserve attorney client and work product privilegesi) legal or other third-party expenses incurred in connection with investigatingNEGLIGENCE (INCLUDING SOLE NEGLIGENCE, preparing to defend or defendingSIMPLE NEGLIGENCE, or providing evidence in or preparing to serve or serving as a witness with respect toCONCURRENT NEGLIGENCE, any lawsuitACTIVE OR PASSIVE NEGLIGENCE, investigationBUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) OF ANY INDEMNIFIED PARTY, claim or other proceeding relating to any of the foregoing OR (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (aii) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonSTRICT LIABILITY.

Indemnification Obligations. The Company and its Subsidiaries the other Company Parties (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Backstop Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives representatives, attorneys, and controlling persons Persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes taxes of the Commitment Backstop Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Indemnified Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Company Parties, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented (with such documentation subject to redaction to preserve attorney client and work product privileges) out-of-pocket legal or other third-party expenses of counsel (which, so long as there are no actual conflicts of interests among such Indemnified Persons, shall be limited to one law firm serving as counsel for the Indemnified Persons) incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Indemnified Losses (a) as to a Defaulting Commitment Backstop Party, its Related Parties Affiliates or any Indemnified Person related thereto, caused by a Commitment Party Default default by such Commitment PartyDefaulting Backstop Party (or Indemnified Persons related thereto) or any breach by any Backstop Party (or Indemnified Persons related thereto) under this Agreement, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Parties will not be liable for, and no Indemnified Person shall claim or seek to recover, any punitive, special, indirect or consequential damages or damages for lost profits.

Indemnification Obligations. The Company Following the entry of the Backstop Commitment Agreement Approval Order, the Company, the other Debtors and its Subsidiaries the Reorganized Debtors (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and Backstop Party, its Affiliates, equity holdersshareholders, members, partnerspartners and other equity holders, general partners, managers and its and their respective Representatives Representatives, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties Backstop Parties, except to the extent otherwise provided for in this AgreementSection 2.5(c), Section 3.2 and 4.4(a)) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Restructuring Support Agreement, the Chapter 11 Cases or any other similar claims and related litigation, the Plan and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, the Reorganized Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, Backstop Party and its Related Parties or any Indemnified Person related theretoParties, caused by a Commitment Backstop Party Default by such Commitment Backstop Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third party beneficiaries of this Article IX.

Indemnification Obligations. The Following the entry of the BCA Approval Order, the Company, the Reorganized Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third third-party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop CommitmentsCommitment, the Rights OfferingOfferings, the payment of the Put Option Equity Commitment Premium or the use of the proceeds of the Rights OfferingOfferings, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe Reorganized Company, the other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company Merisel agrees that it shall fully indemnify each Consenting Noteholder and its Subsidiaries directors, officers, employees, agents, and representatives (including, without limitation, Cleary, Gottlieb, Xxxxx & Xxxxxxxx and Xxxxxx and Company) (all the “Indemnifying Parties” and each an “Indemnifying Party”foregoing persons, together with the Consenting Noteholders, the "Indemnitees") shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all lossesclaims, claimsliabilities, actions, suits, damages, liabilities and costs and fines, judgments or expenses (including reasonable attorneys' fees), brought or asserted by anyone (other than Taxes Merisel or any successor thereto with respect to asserted violations of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectivelyduring the course of, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or otherwise in connection with this Agreementor in any way related to, the negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the Financial Restructuring, including the Exchange Offer/Consent Solicitation or the Prepackaged Plan, as the case may be, and the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminatedthereby; provided, however, that this indemnity shall not extend to any claims asserted by a Consenting Noteholder against any other Indemnitee, and provided, further, that the foregoing indemnity will not, as indemnification shall not apply to any Indemnified Personliabilities arising from the gross negligence or willful misconduct of any Indemnitee. If any claim, apply action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from Merisel, the Indemnitee shall promptly notify Merisel in writing, and Merisel shall assume the defense thereof, including the employment of counsel reasonably satisfactory to Losses the Indemnitee, and the payment of all expenses. The Indemnitee shall have the right to employ separate counsel in any such claim, action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (a) as Merisel has agreed to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by pay the fees and expenses of such Commitment Partycounsel, or (b) Merisel shall have failed promptly to assume the defense of such claim, action or proceeding and employ counsel reasonably satisfactory to the extent they are found by a finalIndemnitee in any such claim, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit action or proceeding, or otherwise(c) the named parties to any such claim, action or proceeding (including any impleaded parties) include both the Indemnitee and Merisel, and the Indemnitee believes in the exercise of its business judgment and in the opinion of its legal counsel that the joint representation of Merisel and the Indemnitee will likely result in a conflict of interest (in which case, if the Indemnitee notifies Merisel in writing that it elects to arise from employ separate counsel at the bad faithexpense of Merisel, willful misconduct or gross negligence Merisel shall not have the right to assume the defense of such Indemnified Personaction or proceeding on behalf of the Indemnitee). In addition, Merisel shall not effect any settlement or release from liability in connection with any matter for which the Indemnitee would have the right to indemnification from Merisel, unless such settlement contains a full and unconditional release of the Indemnitee or a release of the Indemnitee reasonably satisfactory in form and substance to the Indemnitee.

Indemnification Obligations. The Company IXC and its Subsidiaries PSINet (hereinafter where either has undertaken the “Indemnifying Parties” and each an “action or inaction to be indemnified against shall be known as the "Indemnifying Party”") shallagree to assume all liability for and indemnify, jointly and severally, indemnify defend and hold harmless each Commitment Party and its Affiliatesthe other party or any third party claiming through the other party, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against all liability, loss, cost, damage, expense or cause of action, of whatsoever character, or injury or death of any person and damage to or destruction of any property, including, without limitation, third parties and all lossesrelated expenses, claimsincluding, damagesbut not limited to, liabilities reasonable attorneys' fees, investigators' fees and litigation expenses and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in enforcing this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject Section 9 arising out of or relating to, in whole or in part, any of the following: (i) claims for libel, slander, infringement of copyright or unauthorized use of a trade secret, trade name or service mark that results from the transmission of material over the Available System by the Indemnifying Party, authorized representatives of the Indemnifying Party or other persons not associated with, or related to, either IXC or PSINet; or * Confidential material has been omitted and filed separately with the Securities and Exchange Commission (ii) claims of any person not a party to this Agreement arising out of the negligent or willful act or omission of the Indemnifying Party or its agents, servants, employees, contractors or representatives (other than IXC, if PSINet is the Indemnifying Party, or PSINet, if IXC is the Indemnifying Party); or (iii) claims for patent infringement arising out of the use of the Available System by the Indemnifying Party or any person authorized by the Indemnifying Party or resulting from the acts of the Indemnifying Party or the Indemnifying Party's representatives in combining the Available System with the facilities of the Indemnifying Party or others, or using the Available System either alone or in connection with that of the Indemnifying Party or others; or (iv) claims, except as otherwise set forth herein, for the material breach of or failure to comply, in any material respect, with any term or condition of this Agreement by the Indemnifying Party or its officers, employees or invitees; or (v) claims resulting from patent or trade secret infringement or infringement or unauthorized use of trade secrets or trade name by the Indemnifying Party in connection with this Agreement; PROVIDED, the transactions contemplated hereby and the obligations hereunderHOWEVER, including the Backstop CommitmentsIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER (OR TO ANY THIRD PARTY CLAIMING THROUGH SUCH OTHER PARTY) FOR CONSEQUENTIAL, the Rights OfferingINCIDENTAL, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights OfferingEXEMPLARY OR PUNITIVE DAMAGES, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonAND THE FOREGOING INDEMNITIES SHALL NOT APPLY WITH RESPECT TO SUCH DAMAGES.

Indemnification Obligations. The Company (a) Subject to the other provisions of this Article IX, from and its Subsidiaries (after the “Indemnifying Parties” Closing, the Equityholders shall, severally in accordance with their respective Participation Percentages and not jointly, indemnify Purchaser and each an “Indemnifying Party”of its Affiliates (which, following the Closing, shall include the Surviving Corporation and the Company Subsidiaries) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives directors, officers, managers, partners, employees, equityholders, agents, representatives and controlling persons successors and assigns (each, an a “Purchaser Indemnified PersonParty”) from for any Losses suffered, sustained or incurred by such Purchaser Indemnified Party as a result of (i) the breach of any representation and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes warranty of the Commitment Parties except Company set forth in Article IV or any certificate delivered with respect thereto to Purchaser at the Closing; (ii) Indemnified Taxes; (iii) the breach of any covenant or agreement of the Company contained in this Agreement to be performed at or prior to the Effective Time; (iv) any payments paid or owed by the Surviving Corporation to any stockholder of the Company with respect to any Dissenting Shares to the extent that the aggregate amount of such payments, together with the aggregate amount of all Losses with respect thereto, exceeds the consideration that otherwise provided for in this Agreementwould have been payable to such stockholder of the Company pursuant to Article I upon the exchange of such Dissenting Shares if such Company stockholder had not exercised his, her or its right to dissent to the Merger pursuant to Section 262 of the DGCL; (v) arising out of a any claim asserted by a third party (collectively, “Losses”) former stockholder or optionholder of the Company that any the proceeds payable to such Indemnified Person may incur stockholder or to which any such Indemnified Person may become subject arising out of or optionholder in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement Agreement, as set forth in the Allocation Schedule, are inadequate; (vi) any Actual Company Transaction Expenses that were not taken into account for purposes of calculating the Final Company Transaction Expenses or the Plan are consummated Final Working Capital; or (vii) the breach of any covenant or agreement of the Equityholder Representative (in its capacity as such) contained in this Agreement. (b) Subject to the other provisions of this Article IX, from and after the Closing, Purchaser shall indemnify each Equityholder and each of its Affiliates and its and their respective directors, officers, managers, partners, employees, equityholders, agents, representatives and successors and assigns (each, a “Company Indemnified Party”) for any Losses suffered, sustained or incurred by such Company Indemnified Party as a result of the breach of: (i) any representation and warranty of Purchaser and Acquisition Subsidiary set forth in Article V or any certificate with respect thereto delivered to the Company at the Closing; or (ii) any covenant or agreement of Purchaser or Acquisition Subsidiary (or, after the Closing, the Company) contained in this Agreement. (c) For purposes of determining (i) whether there has been a breach of any representation and warranty of the Company set forth in Article IV or not any certificate delivered with respect thereto to Purchaser at the Closing and (ii) the Losses for any such breach, (A) each representation and warranty made in this Agreement is terminatedmade without any qualification or limitations as to materiality or Material Adverse Effect and (B) without limiting the foregoing, the word “material”, “Material Adverse Effect” and words of similar import shall be deemed deleted from any such representation or warranty; provided, however, that materiality qualifications shall not be disregarded for purposes of (I) the foregoing indemnity will notdefinition of Permitted Liens, as Company Permits, Material Contracts, Company Licensed Intellectual Property Rights or Company Intellectual Property Rights, and any use of such terms in this Agreement, and (II) Sections 4.7(a)(i), 4.7(b) (including references to materiality in Section 6.1(b) for the purposes of applying 4.7(b)), the last sentence of 4.14(a) and 4.18(e). (d) To the extent any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused claim for indemnification could be brought by a Commitment Purchaser Indemnified Party Default by such Commitment Partypursuant to Section 9.2(a)(i) and any other provision of Section 9.2(a), or (b) for this purpose without giving effect to the extent they are found by a finalsurvival periods referred to in Section 9.1 or the limitations on indemnification set forth in Section 9.3(a), non-appealable judgment of a court of competent jurisdictionsuch claim for indemnification may only be brought pursuant to Section 9.2(a)(i), whether such judgment is for this purpose giving effect to the survival periods referred to in such underlying actionSection 9.1 and the limitations on indemnification set forth in Section 9.3(a); provided, suit or proceedinghowever, or otherwise, this Section 9.2(d) shall not apply with respect to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personcovenants and agreements set forth in Section 1.8.

Indemnification Obligations. The Company 9.1. CLIENT INDEMNITY: Client agrees that it shall defend, indemnify, save and hold 911 harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees, (collectively "Liabilities") asserted against 911, its Subsidiaries (contracted providers, agents, Clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to the “Indemnifying Parties” and each an “Indemnifying Party”) shallperformance of any product sold by Client, jointly and severallyits agents, employees or assigns. Client agrees to defend, indemnify and hold harmless each Commitment Party 911 against Liabilities arising out of (i) any injury to any person or property caused by any products sold or otherwise distributed in connection with the Product; (ii) any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party; or (iii) copyright infringement and/or litigation regarding content-related disputes. 9.2. 911 INDEMNITY: 911 shall indemnify and hold harmless Client (and its Affiliatessubsidiaries, equity holdersaffiliates, membersofficers, agents, co-branders or other partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”employees) from and against any and all losses, claims, damages, liabilities and costs liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by Client as a result of any claim, judgment, or adjudication against Client arising from a claim that Client's use of the 911 Content, as permitted under this Agreement, infringes Intellectual Property rights of a third party or arising from a claim which results from 911’s breach of the warranties and agreements contained in this Agreement. To qualify for such defense and payment, Client must: (i) give 911 prompt written notice of a claim; and (ii) allow 911 to control, and fully cooperate with 911 in, the defense and all related negotiations. 911 shall have no obligation to indemnify Client under this Section to the extent the infringement arises from (i) the Client Content, (ii) specifications provided by Client or its agents; (iii) derivative works of the Product created by Client, (iv) use of the Product in combination with non-911 approved third party products, including hardware and software, (v) modifications or maintenance of the Product by a party other than Taxes 911, (vi) misuse of the Commitment Parties Product, and (vii) failure of Client to implement any improvement or updates to the Product, if the infringement claim would have been avoided by the use of the improvement or updates. 9.3. Promptly after receipt by a person entitled to indemnification pursuant to the foregoing Section 9.1 or 9.2 (the "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be or has been made against a party who has agreed to provide indemnification under Section 9.1 or 9.2 (an "Indemnifying Party"), promptly notify in writing the Indemnifying Party of the commencement thereof; but the omission to so notify the Indemnifying Party will not relieve it from any liability which it may have to the Indemnified Party except to the extent otherwise provided for in this Agreement) arising out of a claim asserted the Indemnifying Party is prejudiced by a third party (collectively, “Losses”) that the delay or failure to notify it. In case any such action is brought against an Indemnified Person may incur or to which any such Indemnified Person may become subject arising out Party, and it notifies the Indemnifying Party of or in connection with this Agreementthe commencement thereof, the transactions contemplated hereby Indemnifying Party will be entitled to participate in, and, to the extent that it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the obligations hereunder, including SOFTWARE DEVELPOEMENT AGREEMENT 5 R.10152009 Indemnifying Party to the Backstop CommitmentsIndemnified Party of its election to so assume the defense thereof, the Rights Offering, Indemnifying Party will not be liable to the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or Indemnified Party under this Section 9 for any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses subsequently incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of by the foregoing (including Indemnified Party in connection with the enforcement defense thereof other than reasonable costs of investigation. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnification obligations set forth herein)Indemnifying Party if the Indemnifying Party has assumed the defense of the action with counsel reasonably satisfactory to the Indemnified Party; provided that the fees and expenses of such counsel shall be at the expense of the Indemnifying Party if (i) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the Indemnifying Party and, irrespective in the judgement of whether counsel for the Indemnified Party, it is advisable for the Indemnified Party or parties to be represented by separate counsel (in which case the Indemnifying Party shall not have the transactions contemplated by this Agreement right to assume the defense of such action on behalf of the Indemnified Party or the Plan are consummated or whether or not this Agreement is terminated; providedparties, it being understood, however, that the foregoing indemnity will Indemnifying Party shall not, as to in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party or parties. No settlement of any action against an Indemnified Part shall be made without the consent of the Indemnifying Party and no Indemnifying Party, its Related Parties in the defense of any such claim or any action, shall, except with the consent of the Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, consent to entry of any judgment or (b) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. If the Indemnified Party fails to execute a release or other settlement agreement under circumstances where all of the conditions of the preceding sentence have been met, the Indemnifying Party shall have no further obligation to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, Indemnified Party pursuant to this Agreement or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”a) shall, jointly and severally, Seller hereby agrees to indemnify and hold harmless each Commitment Party Buyer and its AffiliatesParent, equity holdersand Buyer's and Parent's respective directors, membersofficers, partners, general partners, managers employees and its and their respective Representatives and controlling persons Affiliates (each, a "Buyer Indemnified Party"), on an “Indemnified Person”) from after-tax basis, against and against in respect of any and all losses, damages, liabilities, claims, damages, liabilities and costs and expenses (other than Taxes including, without limitation, Legal Expenses) (collectively, "Losses") arising out of, based upon or resulting from (i) the breach of any representation or warranty of Seller contained in this Agreement or in any statement or certification of Seller furnished pursuant hereto, (ii) the Commitment Parties except breach by Seller of or failure of Seller to the extent otherwise provided for observe any of its covenants or agreements contained in this Agreement, (iii) any liability or obligation of or attributable to Seller or any of its Affiliates not expressly assumed by Buyer pursuant to Sections 2.3 or 2.4, (iv) any Contract Default, (v) any Product Liability Claim, (vi) any Employee Claim, and (vii) any Environmental Condition (regardless of whether, in the case of Third Party Actions, suits or proceedings, Seller may have a meritorious defense). Notwithstanding any other provision herein to the contrary, (x) Seller shall not be required, pursuant to this Section 11.1(a), to indemnify and hold harmless any Buyer Indemnified Party until the aggregate amount of (A) the Buyer Indemnified Parties' Losses under this Section 11.1(a) and (B) the Customer Refunds exceeds the Basket Amount, after which Seller shall be obligated for any and all Losses of the Buyer Indemnified Parties and Customer Refunds in excess of the Basket Amount (provided that Seller's indemnity obligation under Section 11.1(a)(ii) shall not be subject to the limitations in this clause (x)) and (y) the cumulative indemnification obligation of Seller under this Agreement shall in no event exceed the Cap. (b) Buyer and Parent hereby jointly and severally agree to indemnify and hold harmless Seller, on an after-tax basis, against and in respect of any and all Losses arising out of, based upon or resulting from (i) the breach of a claim asserted any representation or warranty of Buyer or Parent contained in this Agreement or in any statement or certification of Buyer or Parent furnished pursuant hereto, (ii) the breach by a third party (collectively, “Losses”) that any such Indemnified Person may incur Buyer or to which any such Indemnified Person may become subject arising out Parent of or failure of Buyer or Parent to observe any of its covenants or agreements contained in connection with this Agreement, (iii) any claim asserted against Seller in the transactions contemplated hereby and the obligations hereundercomplaint, including the Backstop Commitmentsas amended, filed in, or as a result of, the Rights Assumed Litigation and (iv) the Rule 144A Offering, except in the payment case of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented this clause (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (biv) to the extent they are found attributable to (x) any misstatement or omission in information relating to the Business, the Acquired Assets or Seller furnished to Buyer by or on behalf of Seller, (y) the negligence or willful misconduct of Seller or (z) the breach by Seller of any of its covenants or agreements contained in this Agreement (regardless of whether, in the case of Third Party Actions, suits or proceedings, Buyer or Parent may have a finalmeritorious defense). Notwithstanding any other provision herein to the contrary, non-appealable judgment of a court of competent jurisdiction(x) Buyer shall not be required, whether such judgment is in such underlying action, suit or proceeding, or otherwisepursuant to this Section 11.1(b), to arise indemnify and hold harmless Seller until the aggregate amount of the Losses of Seller under this Section 11.1(b) exceeds the Basket Amount, after which Buyer shall be obligated for any and all Losses of Seller in excess of the Basket Amount (provided that Buyer's indemnity obligation under Sections 11.1(b)(ii), (iii) and (iv) shall not be subject to the limitations of this clause (x)) and (y) the cumulative indemnification obligation of Buyer under this Agreement shall in no event exceed the Cap (excluding from such Cap the bad faithaggregate Losses under Section 11.1(b)(iii)). (c) For purposes of this Section 11.1, willful misconduct a party shall not be deemed to have made a representation or gross negligence warranty as of the Closing to the extent that such Indemnified Person.party expressly disclaims such representation or warranty in the certificate delivered by such party to the other parties pursuant to the last sentence of Section 8.1 or Section 9.1. 11.2

Indemnification Obligations. The Company (a) From and its after the Effective Time, the Purchaser shall indemnify and save harmless each of the Fording Trustees, the Fording Directors, the officers of Fording and the respective directors, officers and employees of the Fording Subsidiaries (collectively referred to as the “Indemnifying Fording Indemnified Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any all Claims, whether or not arising due to third party Claims and all losses, claims, damages, liabilities and costs and expenses (other than Taxes whether or not in respect of the Commitment Parties except to period preceding or following the extent otherwise provided for in this Agreement) arising out Effective Time, which may be made or brought against the Fording Indemnified Parties, or any of them, or which they may suffer or incur, directly or indirectly as a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out result of or in connection with or relating to: (i) any non fulfillment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any act undertaken or failed to be undertaken by any Fording Indemnified Party in their capacity as a trustee, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment director or officer of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, Fording or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (Fording Subsidiary including in connection with the enforcement of Transaction; (iii) the indemnification obligations set forth herein), irrespective of whether Residual Liabilities; and (iv) any information furnished by Purchaser for inclusion in the Proxy Circular containing any misrepresentation or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or alleged misrepresentation. (b) In the case only of the Fording Trustees, the Fording Directors and the directors and officers of the Fording Subsidiaries, the indemnity provided at Section 5.10(a)(ii) shall only be available to the extent they are found that: (i) such persons acted with a view to the best interest of Fording or the Fording Subsidiaries, as the case may be, provided that such persons shall be deemed, absent compelling evidence to the contrary, to have acted with a view to the best interests of Fording or the Fording Subsidiaries, as the case may be, and the Purchaser shall have the burden of establishing an absence of good faith on the part of such persons, provided further that, the knowledge and/or actions or failure to act, of any other trustee, director, officer or agent of Fording, any Fording Subsidiary or any other entity, shall not be imputed to such persons for the purposes of determining the right to indemnification; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a finalmonetary penalty, non-appealable judgment such persons had reasonable grounds for believing their conduct was lawful. (c) The provisions of a court of competent jurisdiction, whether such judgment is Section 5.10 are in addition to the existing indemnities and protections provided by the Charter and Contractual Indemnification Rights and the Trailing D&O Coverage. (d) The Purchaser acknowledges that those Fording Trustees serving in such underlying actioncapacity on the date of this Agreement are acting as trustee and agent for the Fording Indemnified Parties, suit on whose behalf and for whose benefit the indemnity in this Section 5.10 is provided and that the Fording Indemnified Parties shall have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement. The Purchaser agrees that those Fording Trustees serving in such capacity at the date of this Agreement may enforce the indemnity provided for herein for and on behalf of the Fording Indemnified Parties and, in such event, the Purchaser will not in any proceeding to enforce the indemnity by or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence on behalf of such Fording Indemnified PersonParties assert any defence thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defence.

Indemnification Obligations. The Company and its Subsidiaries (the “Indemnifying Parties” a. Each of Seller and each an “Indemnifying Party”) shall, jointly Guarantor agrees to hold Buyer and severally, indemnify and hold harmless each Commitment Party and of its Affiliates, equity holders, members, partners, general partners, managers and its respective Affiliates and their respective Representatives officers, directors, employees, agents and controlling persons advisors (each, an “"Indemnified Person”Party") harmless from and indemnify each Indemnified Party (and will reimburse each Indemnified Party as the same is incurred) against any and all liabilities, losses, claims, damages, liabilities and judgments, costs and expenses (other than Taxes including, without limitation, reasonable fees and expenses of the Commitment Parties except counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to the extent otherwise provided for in this Agreement) or arising out of a this Agreement, any Transaction Request, Purchase Confirmation, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than the Indemnified Party's gross negligence or willful misconduct. Each of Seller and each Guarantor also agrees to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any right or remedy provided for herein, any Transaction Request, Purchase Confirmation and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Seller's and each Guarantor's agreements in this Section 30 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Each of Seller and each Guarantor hereby acknowledges that its obligations hereunder are recourse obligations of Seller and such Guarantor and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Mortgage Loans. Each of Seller and each Guarantor also agrees not to assert any claim asserted by a third party (collectivelyagainst Buyer or any of its Affiliates, “Losses”) that or any such Indemnified Person may incur of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or to which any such Indemnified Person may become subject punitive damages arising out of or in connection with this Agreementotherwise relating to the facility established hereunder, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium actual or the proposed use of the proceeds of the Rights OfferingTransactions, this Agreement or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoingtransactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, regardless WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. b. Without limitation to the provisions of whether Section 4, if any Indemnified Person payment of the Repurchase Price of any Transaction is made by Seller other than on the then scheduled Repurchase Date thereto as a party thereto, whether result of an acceleration of the Repurchase Date pursuant to Section 16 or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or for any other Personreason, and reimburse each Indemnified Person Seller shall, upon demand by Buyer, pay to Buyer an amount sufficient to compensate Buyer for reasonable documented (with any losses, costs or expenses that it may reasonably incur as of a result of such documentation subject payment. c. Without limiting the provisions of Section 30(a) hereof, if Seller fails to redaction to preserve attorney client and work product privileges) legal pay when due any costs, expenses or other third-party amounts payable by it under this Agreement, including, without limitation, fees and expenses incurred of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personsole discretion.

Indemnification Obligations. The Company indemnification obligations under this Agreement shall be subject to the following provisions: (1) The party seeking indemnification ("Indemnitee") shall notify the other party ("Indemnitor") of any Claim against Indemnitee within forty-five (45) days after it has notice of such Claim, but failure to notify Indemnitor shall in no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnitee against such liability (with counsel approved by Indemnitee), within thirty (30) days after Indemnitee gives Indemnitor written notice of the same, then Indemnitee may settle such Claim, and Indemnitor's liability to Indemnitee shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including attorneys' fees, incurred by Indemnitee in effecting such settlement. Indemnitee shall have the right to employ its Subsidiaries own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of Indemnitee unless: (a) the “Indemnifying Parties” employment of such counsel shall have been authorized in writing by Indemnitor in connection with the defense of such action, (b) Indemnitor shall not have employed counsel to direct the defense of such action, or (c) Indemnitee shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the right to direct the defense of such action or of Indemnitee), in any of which events such fees and each an “Indemnifying Party”expenses shall be borne by Indemnitor. (2) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and The indemnification obligations under this Agreement shall cover the costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunderIndemnitee, including the Backstop Commitmentsreasonable attorneys' fees, the Rights Offeringrelated to any actions, the payment of the Put Option Equity Premium suits or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating judgments incident to any of the foregoingmatters covered by such indemnities. (3) The indemnification obligations under this Agreement shall also extend to any present or future advisor, regardless trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, participant or agent of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors in Indemnitee or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal entity now or other third-party expenses incurred hereafter having a direct or indirect ownership interest in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonIndemnitee.

Indemnification Obligations. The Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”a) shallEach Party will indemnify, jointly and severallydefend, indemnify release, and hold harmless each Commitment Party and the other Party, its Affiliates, equity holdersdirectors, members, partnersofficers, general partnersemployees, managers workers, and agents from and against any action, claim, cost, damage, demand, loss, penalty, or expense including but not limited to reasonable attorneys’ fees, and costs (collectively “Claims”) imposed upon either Party by reason of damages to property or personal injuries, including death, as a result of an intentional or negligent act or omission on the part of the indemnifying Party in connection with the performance of this MSA or other activities relating to the Service, the property, or the facilities which are the subject of this MSA. b) With respect to third parties that use the Service provided hereunder, CUSTOMER will indemnify, defend, release and hold harmless MdBC its Affiliates, directors, members, officers, employees, workers, and their respective Representatives and controlling persons agents (each, an collectively the “Indemnified PersonMdBC Parties”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided claims by such third parties for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject damages arising out of or in connection with this Agreementresulting from any defect, interruption or failure to provide any Service, provided that such claims are not a result of an intentional or negligent act or omission on the transactions contemplated hereby part of MdBC. c) CUSTOMER will indemnify, defend, release and hold harmless the obligations MdBC Parties against any court, administrative, or agency action or suit, whether criminal or civil, public or private brought against the MdBC Parties arising out of or related to the contents transmitted hereunder, including the Backstop Commitmentsbut not limited to claims with respect to any violation of copyright law, the Rights Offeringexport control laws, the payment failure to meet government or technical standards or that such transmissions are libelous, slanderous or otherwise are unauthorized or illegal, provided that such claims are a result of the Put Option Equity Premium or the CUSTOMER’s use of the proceeds Service. d) In the event any action will be brought against the indemnified Party, such Party will immediately notify the indemnifying Party in writing, and the indemnifying Party, upon the request of the Rights Offeringindemnified Party, or any claim, challenge, litigation, investigation or proceeding relating to any will assume the cost of the foregoingdefense thereof on behalf of the indemnified Party and its Affiliates and will pay all expenses and satisfy all judgments which may be incurred by or rendered against the indemnified Party or its Affiliates in connection therewith, provided that the indemnified Party will not be liable for any settlement of any such action effected without its written consent. e) This section will survive termination of this MSA, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand reason for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Persontermination.

Indemnification Obligations. The Company Each of the Merisel Entities agrees that it shall fully indemnify each Consenting Noteholder and its Subsidiaries directors, officers, employees, agents, and representatives (including, without limitation, Price Waterhouse LLP and Wachtell, Lipton, Xxxxx & Xxxx) (all the “Indemnifying Parties” and each an “Indemnifying Party”foregoing persons, together with the Consenting Noteholders, the "Indemnitees") shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all lossesclaims, claimsliabilities, actions, suits, damages, liabilities and costs and fines, judgments or expenses (including reasonable attorney's fees), brought or asserted by anyone (other than Taxes any Merisel Entity or any successor thereto with respect to asserted violations of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectivelyduring the course of, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or otherwise in connection with this Agreementor in any way related to, the negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the Financial Restructuring, and the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminatedthereby; provided, however, that this indemnity shall not extend to any claims asserted by a Consenting Noteholder against any other Indemnitee, and provided, further, that the foregoing indemnity will not, as indemnification shall not apply to any Indemnified Personliabilities arising from the gross negligence or willful misconduct of any Indemnitee. If any claim, apply action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from any Merisel Entity, the Indemnitee shall promptly notify such Merisel Entity in writing, and such Merisel Entity shall assume the defense thereof, including the employment of counsel reasonably satisfactory to Losses the Indemnitee, and the payment of all expenses. The Indemnitee shall have the right to employ separate counsel in any such claim, action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (a) as any Merisel Entity has agreed to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by pay the fees and expenses of such Commitment Partycounsel, or (b) the Merisel Entities shall have failed promptly to assume the defense of such claim, action or proceeding and employ counsel reasonably satisfactory to the extent they are found by a finalIndemnitee in any such claim, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit action or proceeding, or otherwise(c) the named parties to any such claim, to arise from action or proceeding (including any impleaded parties) include both the bad faithIndemnitee and a Merisel Entity, willful misconduct or gross negligence and the Indemnitee believes in the exercise of its business judgment and in the opinion of its legal counsel that the joint representation of such Indemnified PersonMerisel Entity and the Indemnitee will likely result in a conflict of interest (in which case, if the Indemnitee notifies such Merisel Entity in writing that it elects to employ separate counsel at the expense of such Merisel Entity, such Merisel Entity shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnitee). In addition, a Merisel Entity shall not effect any settlement or release from liability in connection with any matter for which the Indemnitee would have the right to indemnification from such Merisel Entity, unless such settlement contains a full and unconditional release of the Indemnitee or a release of the Indemnitee reasonably satisfactory in form and substance to the Indemnitee.

Indemnification Obligations. The Company and its Subsidiaries (the “Indemnifying Parties” agrees that it shall fully indemnify each Noteholder and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (every other than Taxes person by reason of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of fact that such person is or was a claim asserted by a third party (collectivelydirector, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreementofficer, the transactions contemplated hereby and the obligations hereunderemployee, including the Backstop Commitmentsagent, the Rights Offeringshareholder, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offeringcounsel, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal financial advisor or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to authorized representative of any of the foregoing (all of the foregoing Noteholders and other persons above, the “Indemnitees”) against any claims, liabilities, actions, suits, damages, fines, judgments or expenses (including reasonable attorney’s fees), brought or asserted by anyone (other than the Company, the Indemnitees or any entity to whom any of the Indemnitees owe a fiduciary obligation with respect to asserted violations of this Agreement or any other agreement with the Company entered into by such Indemnitee in connection with the enforcement Restructuring) arising during the course of, or otherwise in connection with or in any way related to, the negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the indemnification obligations set forth herein)Restructuring, irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that this indemnity shall not extend to any claims asserted by any Noteholder against any other Indemnitee, and provided, further, that the foregoing indemnity will not, as indemnification shall not apply to any Indemnified Person, apply to Losses (a) tax liabilities that result solely from the conversion of such Noteholders’ Notes into the equity of the Company as to a Defaulting Commitment Party, its Related Parties or set forth in the Restructuring Term Sheet and any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) liabilities to the extent they are found arising solely from the gross negligence or willful misconduct of any Indemnitee as determined by a final, non-appealable final judgment of a court of competent jurisdiction. If any claim, whether action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from the Company, the Indemnitee shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnitee, and the payment of all expenses. The Indemnitee shall have the right to employ separate counsel in any such judgment is claim, action or proceeding and to participate in the defense thereof, but the fees and expenses of such underlying action, suit or proceedingcounsel shall be at the expense of the Indemnitee unless and until (a) the Company has agreed to pay the fees and expenses of such counsel, or otherwise, (b) the Company shall have failed promptly to arise from assume the bad faith, willful misconduct or gross negligence defense of such Indemnified Personclaim, action or proceeding and employ counsel reasonably satisfactory to the Indemnitee in any such claim, action or proceeding or (c) the named parties to any such claim, action or proceeding (including any impleaded parties) include both the Indemnitee and the Company, and the Indemnitee reasonably believes based upon written advice of counsel that the joint representation of the Company and the Indemnitee will result in a conflict of interest (in which case, if the Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnitee).

Indemnification Obligations. The Company indemnification obligations under this Agreement shall be subject to the following provisions, provided, however, that to the extent any of the provisions of this Section 12J are inconsistent with the provisions of Sections 12B or 12E of this Agreement, the provisions of Sections 12B or 12E, as applicable, of this Agreement shall govern and its Subsidiaries control: (1) Promptly after receipt by a party seeking indemnification (an "Indemnified Party") of notice of any claim, the Indemnified Party will, if a claim in respect thereof is to be made against the other party (the “Indemnifying Parties” and each an “"Indemnifying Party”") shallunder Section 12I, notify the Indemnifying Party in writing thereof; but the omission to so notify the Indemnifying Party will not relieve such Indemnifying Party from any liability that it may have to any Indemnified Party hereunder, except to the extent that such omission resulted in a prejudice, the incurrence of additional liabilities or the loss of substantial defenses. In case any such claim is made against any Indemnified Party and it notifies the Indemnifying Party thereof, the Indemnifying Party shall jointly with any other Indemnifying Party similarly notified, assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and severallyafter notice from the Indemnifying Party to such Indemnified Party of its assumption of the defense thereof and approval by the Indemnified Party of the counsel appointed by the Indemnifying Party, the Indemnifying Party will not be liable to such Indemnified Party under Section 12I and this Section 12J for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the preceding sentence, the Indemnified Party shall have the right to employ its own counsel, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (a) the employment of such counsel shall have been authorized in writing by the Indemnifying Party; (b) the Indemnifying Party shall not have employed counsel to assume the defense of a claim; (c) the claim involves matters of a criminal nature; or (d) the Indemnified Party shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action or of the Indemnified Party) in any of which events such fees and expenses shall be borne by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any such claim effected by an Indemnified Party without the written consent of the Indemnifying Party but, if settled with the written consent of the Indemnifying Party, the Indemnifying Party agrees to indemnify and hold harmless each Commitment the Indemnified Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any loss or liability by reason of such settlement; provided, however, should the Indemnifying Party fail to assume the defense of the Indemnified Party against any claim within thirty (30) days after the Indemnified Party gives the Indemnifying Party written notice, then the Indemnified Party may settle such claim and the Indemnifying Party's liability shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including attorneys' fees, incurred by the Indemnified Party in effecting such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any claim for which indemnity is sought pursuant to this Section 12J, unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on any claims that are the subject matter of such claim and (ii) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such Indemnified Party. (2) If the indemnification provided for in subsections 12I(3), 12I(4) or 12J (but only with respect to claims made pursuant to subsections 12I(3) or 12I(4)) is unavailable or insufficient to hold harmless an Indemnified Party under those subsections, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities and judgments referred to in subsection 12I(3), 12I(4), or 12J(1) above (but only with respect to claims made pursuant to subsections 12I(3) or 12I(4)) in such proportion as is appropriate to reflect the relative fault of Buyer on the one hand and the Seller on the other in connection with the statements or alleged statements or omissions or alleged omissions that resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative fault of Buyer and Seller shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Buyer or Seller and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The rights provided in this section shall be continuing rights and will survive the Seller Partners' Meeting, expiration or termination of this Agreement, and/or Closing, as the case may be, until expiration of all applicable statutes of limitation. (3) Buyer and Seller agree that it would not be just and equitable if contribution pursuant to Section 12J(2) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in Subsection 12J(2). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages, liabilities or judgments referred to in Subsection 12J(2) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (4) The indemnification obligations under this Agreement shall cover the costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunderParty, including the Backstop Commitmentsreasonable attorneys' fees and expenses, the Rights Offeringrelated to any actions, the payment causes of the Put Option Equity Premium action, suits or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating judgments incident to any of the foregoingmatters covered by such indemnities. (5) The indemnification obligations under this Agreement shall also extend to cover any claim against any present or future advisor, regardless trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, fiduciary, participant or agent of whether any or in the Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors Party or any other Personentity now or hereafter having a direct or indirect ownership interest in the Indemnified Party. (6) Except as otherwise expressly provided herein, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by obligation under this Agreement or shall survive the Plan are consummated or whether or not this Agreement is terminated; provided, however, that Closing for the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonSurvival Period.

Indemnification Obligations. The Company (a) Subject to the other provisions of this Article IX: (i) each of the Equityholders shall, severally and its Subsidiaries (not jointly, indemnify the “Indemnifying Parties” Purchaser and each an “Indemnifying Party”of its Affiliates (which, following the Closing, shall include the Company) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives directors, officers, employees, stockholders, partners, members, managers, agents and controlling persons representatives (each, a “Purchaser Indemnified Party”) for such Equityholder’s Pro Rata Share of any Losses incurred by such Purchaser Indemnified Party arising out of or relating to: (A) any breach of any representation and warranty by the Equityholders concerning the Company contained in Article II (or inaccuracy of the Equityholders Closing Certificate with respect to any such representation and warranty); (B) any breach of any covenant or agreement of the Company contained in this Agreement (or inaccuracy of the Equityholders Closing Certificate with respect to any such covenant or agreement); (C) any Indemnified Taxes; and (D) any Excluded Liabilities; and (ii) each Equityholder shall, severally and not jointly, indemnify each Purchaser Indemnified Party for the full amount of any Losses by such Purchaser Indemnified Party as a result of: (A) any breach of any representation and warranty made by such Equityholder contained in Article III (or inaccuracy of the Equityholders Closing Certificate with respect to any such representation and warranty); and (B) any breach by such Equityholder of any of his covenants or agreements contained in this Agreement (or inaccuracy of the Equityholders Closing Certificate with respect to any such covenant or agreement). (b) Subject to the other provisions of this Article IX, the Purchaser shall indemnify the Equityholders and each of their respective heirs, successors and permitted assigns (each, an “Equityholders Indemnified PersonParty”) from and against for any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted Losses actually incurred by a third party (collectively, “Losses”) that any such Equityholders Indemnified Person may incur or to which any such Indemnified Person may become subject Party arising out of or in connection with this Agreement, relating to: (i) the transactions contemplated hereby breach of any representation and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment warranty of the Put Option Equity Premium Purchaser contained in Article IV (or the use inaccuracy of the proceeds Purchaser Closing Certificate with respect to any such representation and warranty); or (ii) any breach of any covenant or agreement of the Rights Offering, Purchaser contained in this Agreement (or any claim, challenge, litigation, investigation or proceeding relating inaccuracy of the Purchaser Closing Certificate with respect to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether such covenant or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth hereinagreement), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The (a) Subject to the other provisions of this Article VII, from and after the Closing, the Sellers shall jointly and severally indemnify the Purchaser and each of its Affiliates (which, following the Closing, shall include the Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”Company Subsidiaries) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives directors, officers, employees, stockholders, partners, members, managers, agents and controlling persons representatives (each, an a “Purchaser Indemnified PersonParty”) from and against for any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes Losses actually incurred by such Purchaser Indemnified Party as a result of the Commitment Parties except breach of: (i) any representation and warranty of the Sellers set forth in Article II which is surviving (as set forth in Section 7.1) on the date on which a Notice of Claim is delivered to the Stockholder Representative relating thereto; or (ii) any covenant or agreement contained in this Agreement in which the Sellers agree to cause the Company or any of the Company Subsidiaries to take or not take some action, to the extent otherwise provided for in this Agreement) arising out a Notice of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or Claim is delivered to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and Stockholder Representative relating thereto prior to the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment expiration of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, Indemnity and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or Earnout Escrow Period. (b) Subject to the other provisions of this Article VII, from and after the Closing, each Seller shall, severally and not jointly, indemnify each of the Purchaser Indemnified Parties for any Losses actually incurred by such Purchaser Indemnified Party as a result of the breach of: (i) any representation and warranty of such Seller set forth in Article III which is surviving (as set forth in Section 7.1) on the date on which a Notice of Claim is delivered to the Stockholder Representative relating thereto; or (ii) any covenant or agreement contained in this Agreement in which an individual Seller (or Sellers) has agreed to take or not take some action, to the extent they are found a Notice of Claim is delivered to the Stockholder Representative relating thereto on or before (x) the expiration of the Indemnity and Escrow Earnout Period, with respect to any covenant or agreement that by its terms is to be performed in full on or prior to the Closing Date and (y) the expiration of the statute of limitations applicable thereto, for each other covenant or agreement. (c) Subject to the other provisions of this Article VII, from and after the Closing, the Purchaser shall indemnify the Sellers and each of their respective Affiliates, directors, officers, employees, stockholders, partners, members, managers, agents and representatives (each, a final, non-appealable judgment “Seller Indemnified Party”) for any Losses actually incurred by such Seller Indemnified Party as a result of the breach of: (i) any representation and warranty of the Purchaser set forth in Article IV which is surviving (as set forth in Section 7.1) on the date on which a court Notice of competent jurisdiction, whether such judgment Claim is delivered to the Purchaser relating thereto; or (ii) any covenant or agreement of the Purchaser contained in such underlying action, suit this Agreement to the extent a Notice of Claim is delivered to the Purchaser relating thereto on or proceedingbefore the expiration of the statute of limitations applicable thereto, or otherwiseif to be performed on or prior to the Closing Date, to arise from by the bad faith, willful misconduct or gross negligence end of such Indemnified Personthe Indemnity and Earnout Escrow Period.

Indemnification Obligations. The (a) Following the entry of the Confirmation Order, the Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, shall indemnify and hold harmless each Commitment Party Backstop Lender and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives representatives and controlling persons (eacheach acting in such capacity, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties Backstop Lenders except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop Lenders’ Commitments, the Rights OfferingFunding Option, the payment of the Backstop Put Option Equity Premium or the Transaction Expenses, or the use of the proceeds of the Rights OfferingFunding Option, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Personperson, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-third party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (ai) as to a Defaulting any Backstop Lender that has defaulted on its obligation to exercise its Subscription Option or to fund such Backstop Lender’s Backstop Commitment Party, its Related Parties of any of the Unsubscribed Term Loan or any Indemnified Person related thereto, caused by a Commitment Party Default such default by such Commitment PartyBackstop Lender, or (bii) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The In accordance with Section 18-108 of the Delaware LLC Act, the Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, shall indemnify and hold harmless any Member, member of the Executive Committee or officer of the Company (individually, in each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (eachcase, an “Indemnified PersonIndemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and costs disbursements), judgments, fines, settlements, and expenses other amounts arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise (other than Taxes of any such claim, demand, action, suit, or proceedings initiated by such Indemnitee against the Commitment Parties except to the extent otherwise provided for in this Agreement) Company or against any other Indemnitee), arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur the business or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment activities of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoingCompany, regardless of whether any Indemnified Person is the Indemnitee continues to be a party theretoMember, whether member of the Executive Committee or not such proceedings are brought by an officer of the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors at the time any such liability or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal expense is paid or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminatedincurred; provided, however, that no Indemnitee shall be entitled to indemnification hereunder (i) for any breach of the foregoing indemnity will notIndemnitee’s duties under Section 6.1(j) (Fiduciary Duties as Members), (ii) for any breach of the Indemnitee’s fiduciary duties (as set forth in Section 6.2(o) (Exculpation)) to the Company or its Members, to the extent such breach is of a kind that is not entitled to exculpation under the law applicable to Delaware corporations, including without limitation Section 102(b)(7) of the Delaware General Corporation Law, (iii) for acts or omissions which involve gross negligence, fraud, intentional misconduct or a knowing violation of law, (iv) for any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or transaction from which the Indemnitee received any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Partyimproper personal benefit, or (bv) to for any breach of this Agreement or the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonAsset Purchase Agreement.

Indemnification Obligations. The Each Investor and the Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, agrees to indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and the other parties along with their respective Representatives officers, directors, employees, and controlling persons authorized agents and members of any Schedule 13D “group”, and each Person or entity, if any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified PersonParty”) from and against any Damages and all lossesany action in respect thereof to which the Indemnified Party becomes subject to, claimsresulting from, damagesarising out of or relating to (i) any misrepresentation, liabilities and costs and expenses (other than Taxes breach of any representation or warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Commitment Parties Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or supplement thereto or any SEC Document, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except to the extent otherwise provided for such Damages result primarily from the Indemnified Party’s failure to perform any covenant or agreement contained in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated Indemnified Party’s negligence, recklessness or whether or not bad faith in performing its obligations under this Agreement is terminatedAgreement; provided, however, that (i) with respect to the Registration Statement and any other SEC filing, the foregoing indemnity will not, as agreement shall not apply to any Damages of an Indemnified PersonParty to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented) or any other SEC filing; and (ii) the foregoing indemnity shall not apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused “forward looking statements” made by a Commitment Party Default by such Commitment Party, or (b) the Company if and to the extent they such statements are found by a final“forward looking statements” as defined in, non-appealable judgment of a court of competent jurisdictionand that comply with, whether such judgment is in such underlying action15 U.S. Code § 78u–5(i) and (c), suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personrespectively.

Indemnification Obligations. The Company and its Subsidiaries Following the entry of the BCA Approval Order, Exide (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, shall indemnify and hold harmless each Commitment Party and Backstop Party, its Affiliates, equity holdersshareholders, members, partnerspartners and other equity holders, general partners, managers managers, and its and their respective Representatives Representatives, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties Backstop Parties, except to the extent otherwise provided for in this Commitment Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Agreement, the Plan and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop CommitmentsCommitment, the Rights Offering, the payment of the Put Option Equity Premium Backstop Commitment Fee or the use of the proceeds of the Rights Offering, or any breach by Exide or any of its Subsidiaries of this Commitment Agreement, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the CompanyExide, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Commitment Agreement or the Plan are consummated or whether or not this Commitment Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, Backstop Party and its Related Parties or any Indemnified Person related theretoParties, caused by a Commitment Backstop Party Default by such Commitment Backstop Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faithfraud, willful misconduct or gross negligence of such Indemnified Person. Notwithstanding anything to the contrary in this Commitment Agreement, the Indemnifying Party will not be liable for, and no Indemnified Person shall claim or seek to recover, any punitive, special, indirect or consequential damages or damages for lost profits.

Indemnification Obligations. The Company and its Subsidiaries indemnification obligations under this Agreement shall be subject to the following provisions: (the 1) The party seeking indemnification (“Indemnifying Parties” and each an “Indemnifying PartyIndemnitee”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons shall notify the other party (each, an “Indemnified PersonIndemnitor”) from of any Claim against Indemnitee within forty-five (45) days after it has notice of such Claim, but failure to notify Indemnitor shall in no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except then only to the extent otherwise provided for of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnitee against such liability (with counsel approved by Indemnitee), within thirty (30) days after Indemnitee gives Indemnitor written notice of the same, then Indemnitee may defend and settle such Claim, and Indemnitor’s liability to Indemnitee shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including attorneys’ fees, incurred by Indemnitee in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that effecting such 40 settlement. Indemnitee shall have the right to employ its own counsel in any such Indemnified Person may incur or to which any case, but the fees and expenses of such Indemnified Person may become subject arising out counsel shall be at the expense of or Indemnitee unless: (a) the employment of such counsel shall have been authorized in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought writing by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including Indemnitor in connection with the enforcement defense of such action, (b) Indemnitor shall not have employed counsel to direct the indemnification obligations set forth herein), irrespective defense of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties such action or any Indemnified Person related thereto, caused such counsel employed by a Commitment Party Default by Indemnitor shall have failed to commence or pursue such Commitment Partydefense, or (bc) Indemnitee shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, right to arise from direct the bad faith, willful misconduct or gross negligence defense of such Indemnified Personaction or of Indemnitee), in any of which events such fees and expenses shall be borne by Indemnitor.

Indemnification Obligations. The Company a. Each of Seller and its Subsidiaries (the “Indemnifying Parties” Guarantor agrees to hold Buyer and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and of its Affiliates, equity holders, members, partners, general partners, managers and its respective Affiliates and their respective Representatives officers, directors, employees, agents and controlling persons advisors (each, an “"Indemnified Person”Party") harmless from and indemnify each Indemnified Party (and will reimburse each Indemnified Party as the same is incurred) against any and all liabilities, losses, claims, damages, liabilities and judgments, costs and expenses (other than Taxes including, without limitation, reasonable fees and expenses of the Commitment Parties except counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to the extent otherwise provided for in this Agreement) or arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions any Transaction Request, Confirmation, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than the Indemnified Party's gross negligence or willful misconduct. Each of Seller and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating Guarantor also agrees to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand Party for all reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement and the exercise of any right or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) remedy provided for herein, b. Without limitation to the extent they are found provisions of Section 4, if any payment of the Repurchase Price of any Transaction is made by Seller other than on the then scheduled Repurchase Date thereto as a finalresult of an acceleration of the Repurchase Date pursuant to Section 16 or for any other reason, non-appealable judgment Seller shall, upon demand by Buyer, pay to Buyer an amount sufficient to compensate Buyer for any losses, costs or expenses that it may reasonably incur as of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence result of such Indemnified Personpayment. c. Without limiting the provisions of Section 30(a) hereof, if Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion.

Indemnification Obligations. The Company and its Subsidiaries indemnification obligations under this Agreement shall be subject to the following provisions: 12.11.1 The party seeking indemnification (the “Indemnifying Parties” and each an “Indemnifying PartyIndemnitee”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons shall notify the other party (each, an “Indemnified PersonIndemnitor”) of any claim against Indemnitee within forty-five (45) days after it has notice of such claim, but failure to notify Indemnitor shall in no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnitee against such liability (with counsel reasonably approved by Indemnitee), within thirty (30) days after Indemnitee gives Indemnitor written notice of the same, then Indemnitee may settle such claim, and Indemnitor’s liability to Indemnitee shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including attorneys’ fees, incurred by Indemnitee in effecting such settlement. Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of Indemnitee unless: (a) the employment of such counsel shall have been authorized in writing by Indemnitor in connection with the defense of such action, (b) Indemnitor shall not have employed counsel to direct the defense of such action, or (c) Indemnitee shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the right 3721766.8 -39- Gardere01 - 10003657v.4 to direct the defense of such action or of Indemnitee), in any of which events such fees and expenses shall be borne by Indemnitor. 12.11.2 The indemnification obligations under this Agreement shall cover the costs and expenses of Indemnitee, including reasonable attorneys’ fees, related to any actions, suits or judgments incident to any of the matters covered by such indemnities. 12.11.3 The indemnification obligations under this Agreement shall also extend to cover any claim against any present or future advisor, trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, fiduciary, participant or agent of or in Indemnitee or any entity now or hereafter having a direct or indirect ownership interest in Indemnitee. 12.11.4 Except for obligations expressly assumed or agreed to be assumed by Buyer hereunder, including without limitation those under the Hotel Management Agreement in accordance with the Hyatt Management Agreement Assignment, Buyer is not assuming any obligations of Seller or any liability for claims arising out of any act, omission or occurrence which occurs, accrues or arises prior to the Closing Date, and Seller hereby indemnifies and holds Buyer harmless from and against any and all lossessuch claims, claimscosts, penalties, damages, losses, liabilities and costs and expenses (including reasonable attorneys’ fees) that may at be incurred by Buyer as a result of (1) obligations of Seller not expressly assumed or agreed to be assumed by Buyer hereunder, (2) other than Taxes with respect to the physical, environmental or other conditions of the Commitment Parties except Property, acts, omissions or occurrences which occur, accrue or arise prior to the extent otherwise provided Closing Date including, without limitation, employee liability and liability under any agreements assumed by Buyer at Closing, or (3) liability arising prior to the Closing Date under the Hotel Management Agreement. Seller shall not be liable for in this Agreement) or have any liability for claims arising out of a claim asserted by a third party any act, omission or occurrence which occurs, accrues and arises on or after the Closing Date and Buyer accepts, assumes and agrees to perform all of the duties, obligations and liabilities of Assignor arising and accruing on or after the Closing Date and agrees to indemnify and hold harmless Seller from and against any and all such claims, costs, penalties, damages, losses, liabilities and expenses (collectively, “Losses”including reasonable attorneys’ fees) that any such Indemnified Person may incur be incurred by Seller as a result of (1) obligations expressly assumed or agreed to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations be assumed by Buyer hereunder, including or (2) all matters which occur, accrue or arise on or after the Backstop CommitmentsClosing Date including, the Rights Offeringwithout limitation, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offeringemployee liability and liability under any agreements assumed by Buyer at Closing. This Section 12.11.4 is not intended to modify, or any claimand is subject to, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless other provisions of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by this Agreement. The provisions of this Section shall survive the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any Closing of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions transaction contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personhereby.

Indemnification Obligations. The Company If any claim, action or proceeding is made or brought against Seller or Buyer and its Subsidiaries such party (the “Indemnifying Parties” and each an Indemnitee ”), as a result of such claim, action or proceeding, is entitled to indemnification from the other party (“Indemnifying PartyIndemnitor”) shall, jointly pursuant to the terms and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons conditions of this Agreement (each, an “Indemnified PersonClaim ”), then, upon demand by the Indemnitee, Indemnitor, at its sole cost and expense, shall indemnify, protect, defend and hold the Indemnitee harmless from any liability with respect to any such Indemnification Claim with the engagement of counsel as the Indemnitee shall approve, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Indemnitee shall also have the right to retain its own attorneys to defend or assist in defending any such claim, action or proceeding either involving potential liability of One Hundred Thousand and No/100 Dollars ($100,000.00) from or more, or if, in the Indemnitee’s reasonable judgment, such counsel faces a conflict, whether because of differing defenses available to Indemnitor and against Indemnitee or any other reason, and, in each such case, Indemnitor shall pay the reasonable fees and all lossesdisbursements of such attorneys. Notwithstanding anything contained in this Agreement to the contrary, claims(A) no Indemnitor shall have any liability for any consequential, damagesindirect or punitive damages that are suffered by an Indemnitee, liabilities and costs (B) the Indemnitor shall not be required to indemnify the Indemnitee, and expenses (other than Taxes of hold the Commitment Parties except Indemnitee harmless, in either case as aforesaid, to the extent otherwise provided for that the gross negligence or willful misconduct of Indemnitee contributed to the loss or damage sustained by the party making the Indemnified Claim against the Indemnitee. Indemnitee shall not consent to the entry of any judgment or award regarding an Indemnified Claim, or enter into any settlement regarding such Indemnified Claim, except in either case with the prior approval of the Indemnitor, which approval shall not be unreasonably withheld, conditioned or delayed by the Indemnitor. The provisions of this Section 9.23 shall survive the Closing and the expiration or earlier termination of this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company indemnification obligations under this Agreement shall be subject to the following provisions: (1) ______The party seeking indemnification ("Indemnitee") shall notify the other party ("Indemnitor") of any Claim against Indemnitee within forty-five (45) days after it has notice of such Claim, but failure to notify Indemnitor shall in no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnitee against such liability (with counsel approved by Indemnitee), within thirty (30) days after Indemnitee gives Indemnitor written notice of the same, then Indemnitee may settle such Claim, and Indemnitor's liability to Indemnitee shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including attorneys' fees, incurred by Indemnitee in effecting such settlement. Indemnitee shall have the right to employ its Subsidiaries own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of Indemnitee unless: (a) the “Indemnifying Parties” employment of such counsel shall have been authorized in writing by Indemnitor in connection with the defense of such action, (b) Indemnitor shall not have employed counsel to direct the defense of such action, or (c) Indemnitee shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the right to direct the defense of such action or of Indemnitee), in any of which events such fees and each an “Indemnifying Party”expenses shall be borne by Indemnitor. (2) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and ______The indemnification obligations under this Agreement shall cover the costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunderIndemnitee, including the Backstop Commitmentsreasonable attorneys' fees, the Rights Offeringrelated to any actions, the payment of the Put Option Equity Premium suits or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating judgments incident to any of the foregoingmatters covered by such indemnities. (3) ______The indemnification obligations under this Agreement shall also extend to any present or future advisor, regardless trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, participant or agent of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors in Indemnitee or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal entity now or other third-party expenses incurred hereafter having a direct or indirect ownership interest in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonIndemnitee.

Indemnification Obligations. The Company and its Subsidiaries Following the entry of the Backstop Order, but effective as of the date hereof, the Debtors (the “Indemnifying Parties,” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Equity Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Equity Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop CommitmentsCommitment, the Equity Rights Offering, the Expense Reimbursement, the payment of the Put Option Equity Backstop Commitment Premium or the Backstop Commitment Termination Premium or the use of the proceeds of the Equity Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the CompanyDebtors, its Subsidiariesthe Reorganized Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Equity Commitment Party, Party or its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment PartyParties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the willful misconduct, bad faith, willful misconduct faith or gross negligence of such Indemnified PersonPerson or (c) a material breach of the representations and warranties made by such Indemnified Person in this Agreement or the RSA, or (d) a material breach by such Indemnified Person of its obligations under this Agreement or the RSA. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. The Following the entry of the BCA Approval Order, the Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, Agreement and the transactions contemplated hereby and the obligations hereunderhereby, including the Backstop CommitmentsCommitment, the Rights Offering, the payment of the Put Option Equity Commitment Premium or the Termination Fee or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction only to preserve attorney client and work product privileges) legal or other third-party expenses actually incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by related to a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Following the Closing, the Company and its direct and indirect Subsidiaries (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliatestheir respective Affiliates (other than the Indemnifying Parties), equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, charges, damages, liabilities and liabilities, debts, penalties, fines, costs and expenses (other than Taxes including reasonable costs of the Commitment Parties except to the extent otherwise provided for in this Agreementinvestigation and defense and reasonable attorneys’ fees, costs and expenses) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person or its assets or properties may become subject based upon, arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering(i) any breach of, or any claiminaccuracy in, challenge, litigation, investigation any representation or proceeding relating to warranty made by the Company in this Agreement or in any of the foregoingDefinitive Documents, regardless of whether and (ii) any Indemnified Person is a party thereto, whether breach or not such proceedings are brought default in performance by the CompanyCompany of any covenants, its Subsidiaries, their respective equity holders, Affiliates, creditors agreements or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal obligations contained in this Agreement or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing Definitive Documents and/or (including iii) any direct or indirect Action by stockholders of the Company (including, for the avoidance of doubt, any derivative action) arising out of, relating to or in connection with the enforcement of transactions contemplated by the indemnification obligations set forth herein)Term Sheet or any investigation by any Governmental Entity relating to the Company's actions or omissions arising out of, irrespective of whether relating to or not in connection with the transactions contemplated by the Term Sheet. For the avoidance of doubt, (x) the amount of any Losses subject to indemnification pursuant to this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as Article VII paid to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any an Indemnified Person related thereto, caused by shall include a Commitment Party Default by such Commitment Party, or (b) gross-up to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of take into account such Indemnified Person’s and its Affiliates’ and Affiliated Funds’ ownership of Capital Stock in the Company such that, after payment of the grossed-up amount, such Indemnified Person will not have suffered any Losses and (y) the amount of any Losses for which indemnification is provided under this Article VII paid to an Indemnified Person by an Indemnifying Party shall be net of any amounts recovered by such Indemnified Person under insurance policies with respect to such Loss; provided that, for the avoidance of doubt, any such insurance policies shall be excess and non-contributory.

Indemnification Obligations. The Company and With respect to any obligation of Parent or any of its Subsidiaries (each, a “Parent Company” and collectively, the “Indemnifying Parties” and each Parent Companies”) to indemnify, defend and/or hold harmless, or advance expenses to, any of the Board Designees for any Adverse Consequences arising out of or with respect to current, future or prior service on the Board of Directors (each, an “Indemnifying PartyIndemnitee”), Parent hereby acknowledges and agrees that (a) such Parent Company is the indemnitor of first resort; (b) the obligations of such Parent Company to each Indemnitee are primary, and any obligations of Stockholder, any Affiliate of Stockholder or any Fund to provide advancement of expenses or indemnification for any Adverse Consequences incurred by an Indemnitee and for which any Parent Company has agreed (or is otherwise obligated) to indemnify Indemnitee (whether under any Organizational Document or any other agreement or document) are secondary, and (c) if Stockholder, or any Affiliate of Stockholder, Fund or other Indemnitee, is obligated to pay, or pays, or causes to be paid for any reason, any expense or Adverse Consequences which any Parent Company is otherwise obligated (whether under any Organizational Document or any other agreement or document) to pay to or on behalf of Indemnitee, then (x) Stockholder, Affiliate of Stockholder, Fund or other Indemnitee, as the case may be, shall be fully subrogated to and otherwise succeed to all rights of Indemnitee with respect to such payment, including with respect to rights to claim such amounts from such Parent Company; and (y) as applicable, Parent shall, jointly and severallyor shall cause such other Parent Company to be obligated to, reimburse, indemnify and hold harmless each Commitment Party (or cause one or more other Parent Companies to reimburse, indemnify and its Affiliateshold harmless) Stockholder, equity holdersAffiliate of Stockholder, membersFund or other Indemnitee, partnersas the case may be, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and for all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted such payments actually made by a third party (collectively, “Losses”) that any such Indemnified Person may incur entity or to which any such Indemnified Person may become subject arising out person on behalf of or in connection with for the benefit of Indemnitee. For purposes of this Agreement, the transactions contemplated hereby and the obligations hereunder“Fund” shall mean any investment fund formed or managed by Kohlberg & Company, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, L.L.C. or any claimof its Affiliates or for which Kohlberg & Company, challenge, litigation, investigation L.L.C. or proceeding relating to any of the foregoingits Affiliates serves as an investment adviser including Stockholder and its parallel funds and alternative vehicles, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or and any other Personpartnership, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal limited liability company or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to legal entity that is an Affiliate of any of the foregoing (including in connection with the enforcement which directly or indirectly owns equity securities of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties Parent or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personother Parent Company.

Indemnification Obligations. The Company agrees that it shall fully indemnify (i) each Noteholder, (ii) LCPI, (iii) SS/L, (iv) Apollo, (v) Blackstone and its Subsidiaries (the “Indemnifying Parties” vi) Oppenheimer and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (every other than Taxes person by reason of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of fact that xxxx xxxxxx is or was a claim asserted by a third party (collectivelydirector, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreementofficer, the transactions contemplated hereby and the obligations hereunderemployee, including the Backstop Commitmentsagent, the Rights Offeringshareholder, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offeringcounsel, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal financial advisor or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to authorized representative of any of the foregoing (all of the foregoing persons and the entities in (i) through (vi) above, the 'Indemnitees') against any claims, liabilities, actions, suits, damages, fines, judgments or expenses (including reasonable attorney's fees), brought or asserted by anyone (other than the Company, the Indemnitees or any entity to whom any of the Indemnitees owe a fiduciary obligation with respect to asserted violations of this Agreement or any other agreement with the Company entered into by such Indemnitee in connection with the enforcement Restructuring) arising during the course of, or otherwise in connection with or in any way related to, the negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the Restructuring, provided, that this indemnity shall not extend to any claims asserted by (i) each Noteholder, (ii) LCPI, (iii) SS/L, (iv) Apollo, (v) Blackstone and (vi) Oppenheimer against any other Indemnitee, and provided, further, that txx xxxxxxxxg indemnification obligations shall not apply to any tax liabilities that result solely from the conversion of such Noteholders' Notes into the equity of the Company as set forth herein), irrespective of whether or not in the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to Restructuring Term Sheet and any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) liabilities to the extent they are found arising solely from the gross negligence or willful misconduct of any Indemnitee as determined by a final, non-appealable final judgment of a court of competent jurisdiction. If any claim, whether action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from the Company, the Indemnitee shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnitee, and the payment of all expenses. The Indemnitee shall have the right to employ separate counsel in any such judgment is claim, action or proceeding and to participate in the defense thereof, but the fees and expenses of such underlying action, suit or proceedingcounsel shall be at the expense of the Indemnitee unless and until (a) the Company has agreed to pay the fees and expenses of such counsel, or otherwise(b) the Company shall have failed promptly to assume the defense of such claim, action or proceeding and employ counsel reasonably satisfactory to arise the Indemnitee in any such claim, action or proceeding or (c) the named parties to any such claim, action or proceeding (including any impleaded parties) include both the Indemnitee and the Company, and the Indemnitee reasonably believes that the joint representation of the Company and the Indemnitee may result in a conflict of interest (in which case, if the Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnitee). In addition, the Company shall not effect any settlement or release from liability in connection with any matter for which the Indemnitee would have the right to indemnification from the bad faithCompany, willful misconduct unless such settlement contains a full and unconditional release of the Indemnitee, or gross negligence a release of such Indemnified Personthe Indemnitee satisfactory in form and substance to the Indemnitee.

Indemnification Obligations. The Following the entry of the Backstop Order, the Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, to the maximum extent permitted by law, jointly and severally, indemnify and hold harmless each Backstop Commitment Party and its Affiliates, Affiliated Funds equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreementany Taxes) arising out of a claim asserted by a third third-party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Rights Offering Backstop CommitmentsCommitment, the Direct Allocation Amount, the Rights OfferingOffering or the Direct Allocation, the payment of the Put Option Equity Backstop Premium or the use of the proceeds of the Direct Allocation or the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Backstop Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the fraud, bad faith, faith or willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company (a) From and its Subsidiaries after the Effective Time and subject to the other provisions of this Agreement and the Merger Agreement, pursuant to and in accordance with Section 3.3 and Article IX of the Merger Agreement if Buyer becomes entitled upon the occurrence of certain adjustment events set forth in Section 3.3 that result in a value reduction to Buyer in accordance with Section 3.3 (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein"Damages"), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminatedto an adjustment pursuant to Section 3.3, it shall be entitled to receive Escrow Holdback Shares from each Original Holder based upon such Original Holder's Pro Rata Portion; provided, however, that such return of the Escrow Holdback Shares shall be made only to the extent provided in Section 3.3 of the Merger Agreement; and provided, further, that the foregoing indemnity will not, as to any Indemnified Person, deduction shall not apply to Losses Damages with respect to which Buyer failed to notify the Indemnification Representative within 120 days after the Closing Date (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or the "Cut-off Date"). (b) The obligations of the Original Holders under this Section 2.1 with respect to Damages under the Merger Agreement shall not continue beyond the Cut-off Date unless, prior to such date, Buyer shall have given to the extent they are found by Indemnification Representative, with a finalcopy to the Escrow Holdback Agent, non-appealable judgment a notice of its claim (a court "Notice of competent jurisdictionClaim") for indemnification hereunder, whether which Notice of Claim shall be in writing, shall specify in reasonable detail the basis for such judgment is claim, shall be based upon Buyer's good faith belief and shall specify the amount of Damages (the "Claimed Amount"). (c) Notwithstanding the foregoing, if the Closing occurs, Buyer's sole remedy with respect to any Damages shall be to make claims against the Escrow Holdback Shares under this Agreement, except that any failure of any Significant Stockholder to perform any covenant on or prior to the date hereof contained in Sections 6.16, 6.18 and 6.20 of the Merger Agreement shall entitle the party or parties to whom such underlying action, suit or proceeding, or otherwise, covenant runs to arise seek damages from the bad faithbreaching party thereto. (d) For all purposes of this Agreement, willful misconduct the deemed value per Escrow Holdback Share for purposes of determining the amount of any compensation payable hereunder shall be the Transaction Price. (e) The amount of any Damages incurred by Buyer shall be reduced by the net amount that Buyer, the Company or gross negligence any of their affiliates actually recovers in respect of insurance recoveries and insurance proceeds (exclusive of self insurance), and shall be adjusted to reflect the present economic value of any tax benefits recognized by Buyer, the Company or any of their controlled affiliates as a result of such Indemnified PersonDamages.

Indemnification Obligations. The Company and its Subsidiaries indemnification obligations under this Agreement shall be subject to the following provisions: The party seeking indemnification (the “Indemnifying Parties” and each an “Indemnifying PartyIndemnities”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons shall notify the other party (each, an “Indemnified PersonIndemnitor”) of any claim against Indemnities within fifteen (15) Business Days after it has notice of such claim, but failure to notify Indemnitor shall in no case prejudice the rights of Indemnities under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnities against such liability (with counsel approved by Indemnities), within fifteen (15) Business Days after Indemnities gives Indemnitor written notice of the same, then Indemnities may settle such claim, and recover from and against any and all losses, claims, damages, liabilities and Indemnitor the amount of such settlement consideration together with the costs and expenses (other than Taxes of the Commitment Parties except Indemnities, including reasonable attorneys’ fees, related to any actions, suits or judgments incident to such claim to the extent otherwise provided for covered by such indemnities, and incurred by Indemnities in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that effecting such settlement. Indemnities shall have the right to employ its own counsel in any such Indemnified Person may incur or to which any case, but the fees and expenses of such Indemnified Person may become subject arising out counsel shall be at the expense of or Indemnities unless: (i) the employment of such counsel shall have been authorized in writing by Indemnitor in connection with this Agreementthe defense of such action, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offeringwhich authorization shall not be unreasonably withheld by Indemnitor, or any claim(ii) Indemnitor shall not have employed counsel to direct the defense of such action (in which case Indemnitor shall not have the right to direct the defense of such action or of Indemnities), challenge, litigation, investigation or proceeding relating in either event such fees and expenses shall be borne by Indemnitor to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not extent that such proceedings fees and expenses are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses reasonably incurred in connection with investigatinga claim covered by the indemnities hereunder. Additionally, preparing at any time Indemnities determines (a) that counsel selected by Indemnitor and accepted by Indemnities is not defending any claim in a professional manner, in accordance with the highest standards of legal ethics and utilizing the skills and professional judgment which are customarily employed in the San Francisco area by legal counsel who are experienced and expert in the defense of matters similar to defend such claims, (b) that there may be legal defenses available to him, her or defendingit that are different from or in addition to those available to any person being concurrently represented by such counsel selected by Indemnitor and accepted by Indemnities, (c) that such counsel selected by Indemnitor and accepted by Indemnities has a conflict of interest that any indemnitee should not waive, or providing evidence (d) there is a conflict of interest that should be waived and either Indemnitor or such counsel is not willing to execute a conflict waiver in or preparing form and substance reasonably satisfactory to serve or serving as a witness Indemnities, then Indemnities may notify Indemnitor and such counsel of such fact. If the performance of such counsel does not immediately (within 10 days after such notice) conform to all of the above standards (with respect toto subparagraph (a)), or if the perceived defense or conflict of interest issue is not immediately (within 10 days after such notice) resolved to the satisfaction of counsel and Indemnities (with respect to subparagraphs (b) (c) and (d)), then within 10 days thereafter Indemnities may (x) engage new legal counsel (reasonably acceptable to Indemnitor) to undertake defense of any lawsuitclaims, investigationand (y) cause such new legal counsel to notify Indemnitor that it has been so engaged and that it has read and agrees to abide by the provisions of this Agreement, claim or other proceeding relating to any in which event such fees and expenses of the foregoing (including new legal counsel shall be borne by Indemnitor to the extent that such fees and expenses are reasonably incurred in connection with a claim covered by the enforcement of the indemnities hereunder. The indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by Indemnitor under this Agreement shall also benefit any present or the Plan are consummated future advisor, trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, participant or whether agent of or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties in Indemnities or any Indemnified Person related thereto, caused by entity now or hereafter having a Commitment Party Default by such Commitment Party, direct or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is indirect ownership interest in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonIndemnities.

Indemnification Obligations. The Company and its Subsidiaries Following the entry of the Backstop Order, but effective as of the date hereof, the Debtors (the “Indemnifying Parties,” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities (including Environmental Liabilities) and costs and expenses (other than Taxes of the Commitment Parties except to the extent (i) otherwise provided for in this AgreementAgreement or (ii) such Taxes represent losses arising out of a claim asserted by a third party from any non-Tax claim) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop CommitmentsCommitment, the Rights Offering, the Expense Reimbursement, the payment of the Put Option Equity Backstop Commitment Premium or the Backstop Commitment Termination Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the CompanyDebtors, its Subsidiariesthe Reorganized Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, Party or its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment PartyParties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the willful misconduct, bad faith, willful misconduct faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. The Following the entry of the BCA Approval Order, the Debtors and, after the Closing Date, the Reorganized Company and its Subsidiaries (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, Agreement and the transactions contemplated hereby and the obligations hereunderhereby, including the Backstop CommitmentsCommitment, the Rights Offering, the payment of the Put Option Equity Commitment Premium or the Termination Fee or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its SubsidiariesDebtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction only to preserve attorney client and work product privileges) legal or other third-party expenses actually incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, Party or its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment PartyParties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. (a) Principle. From and after the Closing, each Individual Seller, it being specified that outside of and with respect to claims in excess of the Escrow Amount, the First Individual Seller shall be jointly and severally liable with the Second Individual Seller but that the reverse does not apply, shall defend and indemnify the Purchaser Indemnified Parties against, and hold each of the Purchaser Indemnified Parties harmless from, Losses directly suffered, incurred or paid by them as a result of (a “Triggering Event”): (i) any breach of any of the representations and warranties of the Individual Sellers made in Articles 3 and 4, other than the Sellers’ Fundamental Representations and other than pursuant to Section 4.9; (ii) any breach of any of the Sellers’ Fundamental Representations; (iii) any (i) additional or increased liability, or (ii) decrease or inadequacy of assets caused by or originating from any event, fact, act, omission or operation occurred prior to the Closing Date, which may or may not be known on this date, which has not been booked or provisioned in the Financial Statements, or which has been inadequately booked or provisioned, for which the applicable statute of limitation has not expired; and (iv) any breach of any of the representations and warranties of the Individual Sellers made pursuant to Section 4.9, any and all Taxes (or the non-payment thereof) imposed on or with respect to the properties, income or operations of the Group, or for which any Group Member may be liable, for all taxable periods ending on or before the Closing Date and the portion of the Straddle Period through the end of the Closing Date to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) in calculating the Net Working Capital (rather than in any notes thereto). (b) Determination of the Amount of Each Indemnification. The Company and its Subsidiaries amount of each indemnification payable by the Individual Sellers to the Purchaser Indemnified Parties under this Section 9.1 (the “Indemnifying Parties” and each an “Indemnifying PartyIndemnification”) shallshall be: (i) reduced by the amount of any provision specifically recorded in the Financial Statements in relation to the relevant Loss, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes after deduction of the Commitment Parties except to additional Tax on the extent otherwise provided for in this Agreementresults resulting from the reversal of the said provision; (ii) arising out of a claim asserted reduced by any amount paid or received by any Group Member from an insurance company and/or a third party (collectivelyin compensation for the relevant Loss, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, less the transactions contemplated hereby Tax generated by the said amount and the obligations hereundercosts, including the Backstop Commitments, the Rights Offering, fees and expenses incurred to obtain the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offeringthereof, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will notPurchaser and/or the Purchaser Indemnified Parties shall not be required to file any claim with such insurance company or pursue any Proceedings with respect to third parties; (iii) reduced, where applicable, by the amount of the corporate Tax saving effectively generated as a result of the payment of the Indemnification if the Triggering Event is a Tax-deductible expense as reasonably determined by the Parties. A corporate Tax saving shall be deemed effective in respect of the fiscal year of the Triggering Event if it effectively reduces the amount of the corporate Tax payable by the entity that has received the Indemnification in the absence of any Loss giving rise to Indemnification, excluding the creation of, or increase in, any tax loss carried forward; (iv) in the event that the Triggering Event has the effect of deferring in time the deduction of expenses or the recognition of income and/or deferring in time the payment of Taxes or contributions (in particular the reintegration of depreciation, inventories and/or provisions), the amount of the Indemnification may only cover any late payment interest and penalties effectively borne by the Purchaser or any Group Member concerned, as to a result of such a deferral; and (v) in the event that any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties tax cost is borne by the Purchaser or any Group Member in connection with the receipt of any Indemnification payable by the Individual Sellers under this Guarantee, the amount of the said Indemnification shall be increased such that the Purchaser Indemnified Person related theretoParties receives an amount net of Tax, caused by a Commitment Party Default by such Commitment Party, or (b) equal to the extent they are found by a final, non-appealable judgment amount of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonLoss indemnified.

Indemnification Obligations. The Company From and its Subsidiaries (after the “Indemnifying Parties” date hereof, and each an “Indemnifying Party”) shallsubject to the limitations and conditions set out herein, jointly the Shareholders and severally, the Sellers shall indemnify and hold harmless the Purchaser, its subsidiaries and affiliates, and each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and of their respective Representatives officers, directors, employees, agents and controlling persons (each, an “Indemnified Person”) from representatives and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes each of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out heirs, executors, successors and assigns of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including collectively, the "Purchaser Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) by reason of, or arising out of: (a) any breach or inaccuracy of any representation, warranty, covenant, agreement or undertaking made by any Shareholder or the Sellers in this Agreement or in any other agreement or certificate delivered by any Shareholder or the Sellers to the Purchaser in connection with the enforcement matters contemplated hereby or pursuant to the provisions hereof; (b) all liabilities and obligations of, or claims, demands or actions against, the Purchaser or the RF-ID Technology Assets of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise, existing as of the indemnification obligations set forth herein)date hereof, irrespective of whether or which are not the transactions contemplated by disclosed in this Agreement or the Plan are consummated or whether or not Schedules to this Agreement is terminated; providedAgreement, howeverincluding, that the foregoing indemnity will not, as to without limitation: (i) any Indemnified Person, apply to Losses tax liabilities (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found not so reflected or reserved against) accrued in respect of, or measured by a final, non-appealable judgment the Sellers' income for any period or portion of a court period prior to the date hereof or arising out of competent jurisdictiontransactions entered into or any state of facts existing prior to such date; and (ii) any claims or liabilities arising out of any act or omission of the Sellers or any of its agents or employees or any claims or liabilities with respect to defective, or allegedly defective, goods or services; and (c) all liabilities or obligations of, or any claims, demands or actions against, the Purchaser or the RF-ID Technology Assets of any nature whatsoever, whether such judgment is in such underlying actionknown or unknown, suit or proceedingaccrued, absolute, contingent or otherwise, arising out of the conduct of the Sellers' business (ASGI, Inc. and Nautx, Xxc.) after the date hereof. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Purchaser Indemnified Parties described in this Section as to arise from which the bad faith, willful misconduct or gross negligence of such Purchaser Indemnified PersonParties are entitled to indemnification are hereinafter collectively referred to as "Purchaser Losses."

Indemnification Obligations. The Company following provisions shall apply to, and its Subsidiaries (the “Indemnifying Parties” and be deemed in each an “Indemnifying Party”) shallcase to modify, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties provisions of this instrument (except those set forth in Sections 2.12 and 6.11 hereof) and the other Security Documents (except to the extent otherwise expressly provided therein) wherein the Mortgagor is obligated to indemnify each of the Indemnified Persons: (a) Mortgagor agrees to indemnify the Agent against all legal and administrative proceedings for which a claim for indemnification may be made by the Indemnified Person (herein, collectively, called "Indemnification Claims") made against or incurred by them or any of them as a consequence of the assertion, either before or after the payment in full of the Indebtedness, that they or any of them received Hydrocarbons herein assigned or the proceeds thereof claimed by third persons and the Agent shall have the right to defend against any such Indemnification Claims, employing attorneys therefor, and unless furnished with reasonable indemnity, they or any of them shall have the right to pay or compromise and adjust all such Indemnification Claims. The Mortgagor will indemnify and pay to the Agent any and all such amounts as may be paid in respect thereof or as may be successfully adjudged against the Agent. The obligations of the Mortgagor as hereinabove set forth in this Agreement) arising out Section 3.6 shall survive the release termination, foreclosure or assignment of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, instrument or any claim, challenge, litigation, investigation or proceeding relating sale hereunder. (b) The Mortgagor shall pay when due any judgments with respect to an Indemnification Claim against any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings Persons and which are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused rendered by a Commitment Party Default by such Commitment Party, final order or (b) to the extent they are found by a final, non-appealable judgment decree of a court of competent jurisdictionjurisdiction from which no further appeal may be taken or has been taken within the applicable appeal period. In the event that such payment is not made, whether any of the Indemnified Persons at its sole discretion may pay any such judgment is judgments, in such underlying actionwhole or in part, suit or proceedingand look to the Mortgagor for reimbursement pursuant to this instrument, or otherwisemay proceed to file suit against the Mortgagor to compel such payment. (c) Any amount which the Mortgagor is obligated to pay to or for the benefit of an Indemnified Person with respect to an Indemnification Claim, to arise but which is not paid when due, shall bear interest at the default or post maturity rate of interest provided for in the Note from the bad faith, willful misconduct or gross negligence of date such Indemnified Personamount is due until such amount is paid.

Indemnification Obligations. The Company Subject to the limitations set forth in this Article IX, from and its Subsidiaries after the date of this Agreement, the Credit Parties (collectively, the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Backstop Party and its Affiliates, Related Funds, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Backstop Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby Agreement and the obligations hereunderTransaction contemplated hereby, including the Backstop CommitmentsCommitment, the Rights Offering, the payment of the Put Option Equity Premium or Backstop Premiums, the use of the proceeds of the Rights Offering, Offering or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its SubsidiariesCredit Parties, their respective equity holders, Affiliates, Related Funds, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction only to preserve attorney client and work product privileges) legal or other third-party expenses actually incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions Transaction contemplated by this Agreement or the Plan are is consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, Backstop Party or its Related Parties or any Indemnified Person related thereto, caused by to a Commitment Backstop Party Default by such Commitment Defaulting Backstop Party or its Related Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Issuer, the Company and its Subsidiaries the other Guarantors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third third-party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the New Notes Offering Backstop CommitmentsCommitment, the Rights New Notes Offering, the payment of the Put Option Equity Premium Commitment Payment or the use of the proceeds of the Rights New Notes Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Issuer, the Company, its Subsidiariesthe other Guarantors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the fraud, bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company and its Subsidiaries Notwithstanding any other provision of this Agreement, each party (the “Indemnifying Parties” and each an “Indemnifying Party”) shallshall defend, jointly indemnify, save and severallykeep harmless the other Partners, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its the Partnership and their respective Representatives successors and controlling persons permitted assigns (eachcollectively, an the “Indemnified PersonParties”) against and from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes Damages sustained or incurred by any of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur them resulting from or to which any such Indemnified Person may become subject arising out of or by virtue of: (a) any breach of any representation or warranty made by the Indemnifying Party in this Agreement or in any closing document delivered to the Indemnified Parties in connection with this Agreement; (b) any breach by the Indemnifying Party of, or failure by the transactions contemplated hereby and Indemnifying Party to comply with, any of its covenants or obligations under this Agreement (including, without limitation, their obligations under this Article XII); or, (c) any indemnification obligation of such party or any affiliate thereof arising under the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment provisions of Article XI of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; providedContribution Agreement. In no event, however, that shall any party be liable to indemnify the foregoing indemnity will not, as other parties with respect to any Indemnified Person, apply breach of which such other Partner(s) had actual knowledge prior to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused the Closing. Any indemnification obligation arising under this Article XII and/or Article X of the Contribution Agreement shall be discharged by a Commitment Party Default capital contribution by the Partner owing such Commitment Party, or (b) obligation to the extent they are found Partnership in the amount of the Damages relating thereto. Any payment by the Partnership of Damages to which an indemnification obligation relates shall be charged as a distribution to the Indemnifying Partner and taken into account for purposes of current and future distributions made by the Partnership pursuant to Section 5.1. In addition, no item of Partnership property shall be revalued to reflect such indemnification payment. From the date of determination of such obligation (which shall be the date agreed by the parties or the date of a final binding determination by a mediator or the date of a final, non-appealable judgment of determination by a court of competent jurisdiction, whether as applicable) and until such judgment is obligation (and all accrued interest, if any, with respect thereto) has been paid in full in cash or other immediately available funds, all cash distributions to which a Partner shall otherwise be entitled to receive pursuant to Section 5.1(a) hereof, shall instead be retained by the Partnership and credited to the discharge of the obligation to make such underlying action, suit or proceeding, or otherwise, capital contribution and to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personpay accrued but unpaid interest as provided in Section 3.1(c) hereof.

Indemnification Obligations. The Company Following the entry of the Approval Order, the Company, the Reorganized Debtors and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby Plan and the obligations hereunderand transactions contemplated hereunder and thereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Commitment Premium or the use of the proceeds from the issuance of the Rights OfferingNew Second Lien PIK Toggle Notes, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe Reorganized Debtors, the other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party out-of-pocket expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified 17-13193-mew Doc 542-3 Filed 08/29/18 Entered 08/29/18 19:09:16 Exhibit C: A&R Commitment Agreement Pg 36 of 60 Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by or arising from a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the fraud, bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company Subject to the limitations set forth in this Article IX, from and its Subsidiaries after the date of this Agreement, the Credit Parties (collectively, the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, Related Funds, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in Section 2.5(b) of this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby Agreement and the obligations hereunderTransaction contemplated hereby, including the Backstop CommitmentsCommitment, the Rights Offering, the Private Placement, the payment of the Put Option Equity Commitment Premium or the use of the proceeds of the Rights OfferingOffering or the Private Placement, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its SubsidiariesCredit Parties, their respective equity holders, Affiliates, Related Funds, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction only to preserve attorney client and work product privileges) legal or other third-party expenses actually incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions Transaction contemplated by this Agreement or the Plan are is consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment PartyBackstop Party or its Related Parties related to a Backstop Party Default by such Defaulting Backstop Party or its Related Parties, (b) as to a Defaulting Private Placement Party or its Related Parties related to a Private Placement Party Default by such Defaulting Private Placement Party or its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (bc) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person (except that this Section 9.1(c) shall not apply if the finding of willful misconduct or gross negligence arises solely out of the Indemnified Person’s participation in the Transaction in accordance with the terms contemplated by the Transaction Agreements (which, for the avoidance of doubt, shall not include any finding of willful misconduct or gross negligence that arises out of or is in connection with any act or failure to act on the part of the Indemnified Person which are beyond the terms of the Transaction Agreements)).

Indemnification Obligations. The Company and its Subsidiaries indemnification obligations under this Agreement shall be subject to the following provisions: 13.12.1 The party seeking indemnification (the “Indemnifying Parties” and each an “Indemnifying PartyIndemnitee”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons shall notify the other party (each, an “Indemnified PersonIndemnitor”) of any claim against Indemnitee within forty-five (45) days after it has notice of such claim, but failure to notify Indemnitor shall in no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnitee against such liability (with counsel reasonably approved by Indemnitee), within thirty (30) days after Indemnitee gives Indemnitor written notice of the same, then Indemnitee may settle such claim, and Indemnitor’s liability to Indemnitee shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including attorneys’ fees, incurred by Indemnitee in effecting such settlement. Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of Indemnitee unless: (a) the employment of such counsel shall have been authorized in writing by Indemnitor in connection with the defense of such action, (b) Indemnitor shall not have employed counsel to direct the defense of such action, or (c) Indemnitee shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the right to direct the defense of such action or of Indemnitee), in any of which events such fees and against any and all losses, claims, damages, liabilities and expenses shall be borne by Indemnitor. 13.12.2 The indemnification obligations under this Agreement shall cover the costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunderIndemnitee, including the Backstop Commitmentsreasonable attorneys’ fees, the Rights Offeringrelated to any actions, the payment of the Put Option Equity Premium suits or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating judgments incident to any of the foregoingmatters covered by such indemnities. 13.12.3 The indemnification obligations under this Agreement shall also extend to cover any claim against any present or future advisor, regardless trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, fiduciary, participant or agent of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors in Indemnitee or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal entity now or other third-party expenses incurred hereafter having a direct or indirect ownership interest in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonIndemnitee.

Indemnification Obligations. The Company and its Subsidiaries In the event any Registrable Securities are included in a registration statement under this Agreement: (the “Indemnifying Parties” and each an “Indemnifying Party”a) shall, jointly and severally, ebix shall indemnify and hold harmless BRiT, any underwriter (as defined in the Securities Act) for BRiT and each Commitment Party and its Affiliatesperson, equity holdersif any, memberswho controls BRiT or underwriter within the meaning of the Securities Act or the Exchange Act or other applicable law, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, or liabilities and costs and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other than Taxes applicable United States federal or state securities law), insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the Commitment Parties except following statements, omissions or violations (collectively a "VIOLATION"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading, or (iii) any violation or alleged violation by ebix of the Securities Act, the Exchange Act (or other applicable securities law or United States federal or state securities regulation), any blue sky law or any rule or regulation promulgated under such laws, regulations or rules; and ebix will pay to BRiT and each such underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; PROVIDED, HOWEVER, that the indemnity agreement contained in this subsection 7.1(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of ebix, nor shall ebix be liable in any such case for any such loss, claim, damage, liability, or action to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with this Agreementsuch registration by BRiT or any such underwriter or controlling person. (b) BRiT shall indemnify and hold harmless ebix, each of its directors, each of its officers who has signed the transactions contemplated hereby and registration statement, each person, if any, who controls ebix within the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment meaning of the Put Option Equity Premium Securities Act, any underwriter, any other holder selling securities in such registration statement and any controlling person of any such underwriter or the use of the proceeds of the Rights Offeringother holder, against any losses, claims, damages, or any claim, challenge, litigation, investigation liabilities (joint or proceeding relating several) to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act (including or other applicable securities law or securities regulation) or other federal or state securities law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by BRiT expressly for use in connection with the enforcement of the indemnification obligations set forth hereinsuch registration; and BRiT will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 7(b), irrespective of whether in connection with investigating or not the transactions contemplated by this Agreement defending any such loss, claim, damage, liability, or the Plan are consummated or whether or not this Agreement is terminatedaction; providedPROVIDED, howeverHOWEVER, that the foregoing indemnity will not, as to any Indemnified Person, agreement contained in this subsection 7(b) shall not apply to Losses amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of BRiT, which consent shall not be unreasonably withheld; PROVIDED, HOWEVER, that in no event shall any indemnity under this subsection 7(b) exceed the net proceeds from the offering received by BRiT. (ac) as Promptly after receipt by an indemnified party under this Article 7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Article 7, deliver to the indemnifying party a Defaulting Commitment Partywritten notice of the commencement thereof and the indemnifying party shall have the right to participate in, its Related Parties or any Indemnified Person related theretoand, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; PROVIDED, HOWEVER, that an indemnified party (together with all other indemnified parties that may be represented without conflict by a finalone counsel) shall have the right to retain one separate counsel, non-appealable judgment with the fees and expenses to be paid by the indemnifying party, if representation of a court of competent jurisdiction, whether such judgment is indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such underlying proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, suit or proceedingif materially prejudicial to its ability to defend such action, or otherwiseshall relieve such indemnifying party of any liability to the indemnified party under this Article 7, but the omission so to arise from deliver written notice to the bad faith, willful misconduct or gross negligence indemnifying party will not relieve it of such Indemnified Personany liability that it may have to any indemnified party otherwise than under this Article 7.

Indemnification Obligations. The Company agrees that it shall fully --------------------------- indemnify (i) each Noteholder, (ii) LCPI, (iii) SS/L, (iv) Apollo, (v) Blackstone and its Subsidiaries (the “Indemnifying Parties” vi) Oppenheimer and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (every other than Taxes person by reason of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of fact txxx xxxx xxrson is or was a claim asserted by a third party (collectivelydirector, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreementofficer, the transactions contemplated hereby and the obligations hereunderemployee, including the Backstop Commitmentsagent, the Rights Offeringshareholder, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offeringcounsel, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal financial advisor or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to authorized representative of any of the foregoing (all of the foregoing persons and the entities in (i) through (vi) above, the "Indemnitees") against any claims, liabilities, actions, suits, damages, fines, judgments or expenses (including reasonable attorney's fees), brought or asserted by anyone (other than the Company, the Indemnitees or any entity to whom any of the Indemnitees owe a fiduciary obligation with respect to asserted violations of this Agreement or any other agreement with the Company entered into by such Indemnitee in connection with the enforcement Restructuring) arising during the course of, or otherwise in connection with or in any way related to, the negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the Restructuring, provided, that this indemnity shall not extend to any claims asserted by (i) each Noteholder, (ii) LCPI, (iii) SS/L, (iv) Apollo, (v) Blackstone and (vi) Oppenheimer against any other Indemnitee, and provided, further, thxx xxx xxxxgoing indemnification obligations shall not apply to any tax liabilities that result solely from the conversion of such Noteholders' Notes into the equity of the Company as set forth herein), irrespective of whether or not in the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to Restructuring Term Sheet and any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) liabilities to the extent they are found arising solely from the gross negligence or willful misconduct of any Indemnitee as determined by a final, non-appealable final judgment of a court of competent jurisdiction. If any claim, whether action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from the Company, the Indemnitee shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnitee, and the payment of all expenses. The Indemnitee shall have the right to employ separate counsel in any such judgment is claim, action or proceeding and to participate in the defense thereof, but the fees and expenses of such underlying action, suit or proceedingcounsel shall be at the expense of the Indemnitee unless and until (a) the Company has agreed to pay the fees and expenses of such counsel, or otherwise(b) the Company shall have failed promptly to assume the defense of such claim, action or proceeding and employ counsel reasonably satisfactory to arise the Indemnitee in any such claim, action or proceeding or (c) the named parties to any such claim, action or proceeding (including any impleaded parties) include both the Indemnitee and the Company, and the Indemnitee reasonably believes that the joint representation of the Company and the Indemnitee may result in a conflict of interest (in which case, if the Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnitee). In addition, the Company shall not effect any settlement or release from liability in connection with any matter for which the Indemnitee would have the right to indemnification from the bad faithCompany, willful misconduct unless such settlement contains a full and unconditional release of the Indemnitee, or gross negligence a release of such Indemnified Personthe Indemnitee satisfactory in form and substance to the Indemnitee.

Indemnification Obligations. The Company Subject to the limitations set forth in this Article VIII, from and its Subsidiaries after the date of this Agreement, the Credit Parties (collectively, the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Backstop Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Backstop Parties except to the extent otherwise provided for in Section 2.5(b) of this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby Agreement and the obligations hereunderTransaction contemplated hereby, including the Backstop CommitmentsCommitment, the Rights Offering, the payment of the Put Option Equity Commitment Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its SubsidiariesCredit Parties, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction only to preserve attorney client and work product privileges) legal or other third-party expenses actually incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions Transaction contemplated by this Agreement or the Plan are is consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will shall not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, Backstop Party or its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment PartyParties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”a) Seller shall, jointly on the date of Closing, agree (and, upon delivery to Buyer of the Conveyance, shall be deemed to have agreed), subject to the limitations and severallyprocedures contained in this Article X and in Section 14.1, following the Closing, to indemnify and hold Buyer harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damagesobligations, liabilities and costs and actions, liabilities, damages or expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “"Buyer's Losses”") that (a) resulting from any such Indemnified Person may incur misrepresentation or to which breach of any such Indemnified Person may become subject arising out warranty, covenant or agreement of or Seller contained in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or any certificate delivered by Seller at the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment PartyClosing, or (b) arising out of or relating to the extent they are found ownership or operation of the Properties prior to the Closing Date. (b) Buyer shall, on the date of Closing, agree (and, upon delivery to Buyer of the Conveyance, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article X and in Section 14.1, following the Closing, to indemnify and hold Seller harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (collectively, "Seller's Losses") (a) resulting from any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement or any certificate delivered by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceedingBuyer at the Closing, or otherwise, (b) arising out of or relating to arise from the bad faith, willful misconduct ownership or gross negligence operation of such Indemnified Personthe Properties after the Closing Date. (c) Nothing in subsections (a) and (b) above shall be construed as overriding the adjustment procedure provided for in Article IX.

Indemnification Obligations. The Company and its Subsidiaries (the “Indemnifying Parties” a. Seller agrees to hold Administrative Agent, Buyer and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its of their Affiliates and their respective Representatives officers, directors, employees, agents and controlling persons advisors (each, an “Indemnified PersonParty”) harmless from and indemnify each Indemnified Party (and will reimburse each Indemnified Party as the same is incurred) against any and all liabilities, losses, claims, damages, liabilities and judgments, costs and expenses (other than Taxes including, without limitation, reasonable fees and expenses of the Commitment Parties except counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to the extent otherwise provided for in this Agreement) or arising out of a this Agreement, any Transaction Request, Interest Rate Protection Agreement, any Program Agreement or any transaction contemplated hereby or thereby, including the losses related to missing documents that are listed on the Asset File Checklist as having been delivered to the Custodian, in each case, resulting from anything other than the Indemnified Party’s gross negligence or willful misconduct. Seller also agrees to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any right or remedy provided for herein, any Transaction Request, Takeout Investor Purchase Confirmation and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. Seller’s agreements in this Section 31 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Mortgage Loans. Seller also agrees not to assert any claim asserted by a third party (collectivelyagainst Administrative Agent, “Losses”) that Buyer or any such Indemnified Person may incur of its Affiliates, or to which any such Indemnified Person may become subject of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or in connection with this Agreementotherwise relating to the facility established hereunder, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium actual or the proposed use of the proceeds of the Rights OfferingTransactions, this Agreement or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement thereby. THE INDEMNITY IN THE IMMEDIATELY PRECEDING SENTENCE EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. - SIGNATURE CONFIDENTIAL -Content is not to be distributed or shared outside of participating parties.58 b. Without limiting the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses provisions of paragraph (a) as of this Section 31, if Seller fails to a Defaulting Commitment Partypay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Administrative Agent, in its Related Parties or discretion. Seller shall reimburse Administrative Agent for any Indemnified Person related theretosuch costs, caused by a Commitment Party Default by such Commitment Partyincluding, or (b) to without limitation, per diem interest at the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonAccounts Receivable Rate.

Indemnification Obligations. The Company Provided that a notice of claim is delivered in accordance with Section 9.3(a), Seller and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, Shareholders shall jointly and severallyseverally indemnify, indemnify defend and hold harmless each Commitment Party Parent, Purchaser and its Affiliatesany subsidiary, equity holdersassociate, membersAffiliate, partnersdirector, general partnersofficer, managers and its stockholder or agent of Purchaser or Parent, and their respective Representatives representatives, successors and controlling persons permitted assigns (each, an all of the foregoing are collectively referred to as the “Purchaser Indemnified PersonParties”) from and against any and pay on behalf of or reimburse such party in respect of, as and when incurred, all out-of-pocket losses, liabilities, demands, claims, actions or causes of action, costs, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) judgments, debts, settlements, assessments, deficiencies, Taxes, penalties, fines or expenses, whether or not arising out of a claim asserted any claims by or on behalf of a third party party, including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person party may suffer, sustain or become subject arising out of or to, as a result of, in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offeringwith, or any claim, challenge, litigation, investigation or proceeding relating to or by virtue of: (a) any inaccuracy in, or breach of, any representation or warranty made by Seller or any of the foregoing, regardless Shareholders under this Agreement or any Collateral Agreement; (b) any material breach or non-fulfillment of whether any Indemnified Person is a party thereto, whether covenant or not such proceedings are brought by agreement on the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors part of Seller or any of the Shareholders under this Agreement or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented Collateral Agreement; (with such documentation subject to redaction to preserve attorney client and work product privilegesc) legal the ownership or other third-party expenses incurred in connection with investigating, preparing to defend operation of the Transferred Assets or defending, the conduct or providing evidence in operation of the Business or preparing to serve the activities of Seller or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including Shareholders in connection with the enforcement Transferred Assets or the Business on or prior to the Closing Date; (d) any applicable Bulk Sales Laws as a result of the indemnification obligations set forth herein)actions contemplated by Section 8.6 hereto; (e) any fees, irrespective expenses or other payments incurred or owed by Seller or any of whether the Shareholders to any agent, broker, investment banker or not other firm or Person retained or employed in connection with the transactions contemplated by this Agreement Agreement; (f) the Retained Liabilities; (g) any disputes among the shareholders and former shareholders of the Seller or the Plan are consummated Univertical and their estates, heirs, beneficiaries or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) others relating to the extent they are found by a final, non-appealable judgment allocation or distribution of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.Purchase Price; or

Indemnification Obligations. The Following the entry of the ECA Approval Order, the Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless the Administrative Agent and each Commitment Party and Party, its Affiliates, equity holdersshareholders, members, partnerspartners and other equity holders, general partners, managers and its and their respective Representatives Representatives, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except but subject to the extent otherwise provided for in this Agreementlast sentence of Section 2.5(c)) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop CommitmentsSubscription Commitment, the Rights Offering, the payment of the Put Option Equity Commitment Premium or the use of the proceeds of the Rights Offering, or any breach by the Debtors of this Agreement, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-third- party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, Party and its Related Parties or any Indemnified Person related theretoParties, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Following the entry of the BCA Approval Order, the Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Second Lien Noteholder Group Party and their respective Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons Persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Approved Plan and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium (and Breakup Premium, if applicable) or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Approved Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, Party or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, no Indemnified Claim may be made against LegacyCo, and LegacyCo will have no obligation to indemnify any Person under this Agreement.

Indemnification Obligations. The Company IXC and its Subsidiaries PSINet (hereinafter where either has undertaken the “Indemnifying Parties” and each an “action or inaction to be indemnified against shall be known as the "Indemnifying Party”") shallagree to assume all liability for and indemnify, jointly and severally, indemnify defend and hold harmless each Commitment the other Party and its Affiliatesor any third Party claiming through the other Party, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against all liability, loss, cost, damage, expense or cause of action, of whatsoever character, or injury or death of any Person and damage to or destruction of any property, including, without limitation, third Parties and all lossesrelated expenses, claimsincluding, damagesbut not limited to, liabilities reasonable attorneys' fees, investigators' fees and litigation expenses and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in enforcing this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject Section 13 arising out of or relating to, in whole or in part, any of the following: (i) claims for libel, slander, infringement of copyright or unauthorized use of a trade secret, trade name or service mark that results from the transmission of material over the PSINet network by the Indemnifying Party, authorized representatives of the Indemnifying Party or other Persons not associated with, or related to, either IXC or PSINet; or (ii) claims of any Third Party arising out of the negligent or willful act or omission of the Indemnifying Party or its agents, servants, employees, contractors or representatives (other than IXC, if PSINet is the Indemnifying Party, or PSINet, if IXC is the Indemnifying Party); or (iii) claims for patent infringement arising out of the use of the PSINet network by the Indemnifying Party or any Person authorized by the Indemnifying Party or resulting from the acts of the Indemnifying Party or the Indemnifying Party's representatives in combining the PSINet network with the facilities of the Indemnifying Party or others, or using the PSINet network either alone or in connection with that of the Indemnifying Party or others; or (iv) claims, except as otherwise set forth herein, for the material breach of or failure to comply, in any material respect, with any term or condition of this Agreement by the Indemnifying Party or its officers, employees or invitees; or (v) claims resulting from patent or trade secret infringement or infringement or unauthorized use of trade secrets or trade name by the Indemnifying Party in connection with this Agreement. In addition, the transactions contemplated hereby PSINet will defend, indemnify and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or hold IXC harmless from and against any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to threat of claim by an IXC Customer or an IXC Reseller which is based on any warranty, promise or representation made by IXC as part of the foregoing (including a service agreement and for which PSINet is responsible in connection accordance with the enforcement terms of the indemnification obligations set forth herein)this Agreement. Similarly, irrespective IXC will defend, indemnify and hold PSINet harmless from and against any claim or threat of whether claim which is based on any warranty, promise or not the transactions contemplated representation made by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as IXC to a Defaulting Commitment PartyThird Party for which PSINet is not responsible in accordance with the terms of this Agreement. PROVIDED, its Related Parties or any Indemnified Person related theretoHOWEVER, caused by a Commitment Party Default by such Commitment PartyNOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, or IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER (bOR TO ANY THIRD PARTY CLAIMING THROUGH SUCH OTHER PARTY) to the extent they are found by a finalFOR CONSEQUENTIAL, non-appealable judgment of a court of competent jurisdictionINCIDENTAL, whether such judgment is in such underlying actionEXEMPLARY OR PUNITIVE DAMAGES, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonAND THE FOREGOING INDEMNITIES SHALL NOT APPLY WITH RESPECT TO SUCH DAMAGES.

Indemnification Obligations. The Following the entry of the BCA Approval Order, the Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop Commitments, the Rights OfferingOfferings, the payment of the Put Option Equity Commitment Premium or the use of the proceeds of the Rights OfferingOfferings, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person Party related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”a) shall, jointly and severally, Seller hereby agrees to indemnify and hold harmless each Commitment Party Buyer and its AffiliatesParent, equity holdersand Buyer's and Parent's respective directors, membersofficers, partners, general partners, managers employees and its and their respective Representatives and controlling persons Affiliates (each, an “a "Buyer Indemnified Person”) from Party"), against and against in respect of any and all losses, damages, liabilities, claims, damages, liabilities and costs and expenses (including, without limitation, Legal Expenses) (collectively, "Losses") arising out of, based upon or resulting from (i) the breach of any representation or warranty of Seller contained in this Agreement or in any statement or certification of Seller furnished pursuant hereto, (ii) the breach by Seller of or failure of Seller to observe any of its covenants or agreements contained in this Agreement, (iii) any liability or obligation of or attributable to Seller or any of its Affiliates not expressly assumed by Buyer pursuant to Sections 2.3 or 2.4, (iv) any Contract Default, (v) any Product Liability Claim, (vi) any Employee Claim, and (vii) any Environmental Condition (regardless of whether, in the case of Third Party Actions, suits or proceedings, Seller may have a meritorious defense). Notwithstanding any other than Taxes provision herein to the contrary, Seller shall not be required, pursuant to Section 11.1(a)(i), to indemnify and hold harmless any Buyer Indemnified Party until the aggregate amount of (x) the Buyer Indemnified Parties' Losses under Section 11.1(a)(i) and (y) the Customer Refunds exceeds the Basket Amount, after which Seller shall be obligated for any and all Losses of the Commitment Buyer Indemnified Parties except and Customer Refunds in excess of the Basket Amount. (b) Buyer and Parent hereby jointly and severally agree to indemnify and hold harmless Seller against and in respect of any and all Losses arising out of, based upon or resulting from (i) the breach of any representation or warranty of Buyer or Parent contained in this Agreement or in any statement or certification of Buyer or Parent furnished pursuant hereto and (ii) the breach by Buyer or Parent of or failure of Buyer or Parent to observe any of its covenants or agreements contained in this Agreement (regardless of whether, in the case of Third Party Actions, suits or proceedings, Buyer or Parent may have a meritorious defense). Notwithstanding any other provision herein to the contrary, (i) Buyer shall not be required, pursuant to Section 11.1(b)(i), to indemnify and hold harmless Seller until the aggregate amount of the Losses of Seller under Section 11.1(b)(i) exceeds the Basket Amount, after which Buyer shall be obligated for any and all Losses of Seller in excess of the Basket Amount. (c) For purposes of this Section 11.1, a party shall not be deemed to have made a representation or warranty as of the Closing to the extent otherwise provided for that such party expressly disclaims such representation or warranty in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default certificate delivered by such Commitment Party, or (b) party to the extent they are found by a final, non-appealable judgment other parties pursuant to the last sentence of a court of competent jurisdiction, whether such judgment is in such underlying action, suit Section 8.1 or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonSection 9.1.

Indemnification Obligations. The Following the entry of the BCA Approval Order, the Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each the Commitment Party and its Affiliates, equity holders, members, partners, direct and indirect general and limited partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties Party except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third third-party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop CommitmentsCommitment, the Rights OfferingOfferings, the payment issuance of the Put Option Equity Premium Commitment Fee Common Stock or the use of the proceeds of the Rights OfferingOfferings, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting the Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such or a material breach of the Commitment Party’s obligations under this Agreement, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and Backstop Party, its Affiliates, equity holdersshareholders, members, partnerspartners and other equity holders, general partners, managers and its and their respective Representatives Representatives, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Backstop Parties except to the extent otherwise provided for in this Agreement, including the last sentence of Section 2.05(c)) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the RSA, the Plan and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium Backstop Fee or the use of the proceeds of hereunder, from the Rights Offering, or, subject to Section 8.06, any breach by the Debtors of any representation, warranty, covenant, obligation or other provision of this Agreement, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, Backstop Party and its Related Parties or any Indemnified Person related theretoParties, caused by a Commitment Backstop Party Default by such Commitment Backstop Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faithfraud, willful misconduct or gross negligence of such Indemnified Person, (c) a material breach of the representations and warranties made by such Indemnified Person in this Agreement, or (d) a material breach by such Indemnified Person of its obligations under this Agreement.

Indemnification Obligations. The Following the entry of the EPCA Approval Order, the Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Equity Commitment Party Party, Related Purchaser and its their respective Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons Persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (but other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) Indemnified Person arising out of a claim asserted by a third third-party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan or the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offeringthereby, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal (including attorneys’ fees and expenses) or other third-party expenses actually incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused to the extent arising from a material breach by a any Equity Commitment Party Default by such Commitment Party, of this Agreement or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company (a) Subject to, and its Subsidiaries (except as otherwise provided in, Article VII relating to Tax matters and the “Indemnifying Parties” provisions of this Article IX, from and each an “Indemnifying Party”) shallafter the Closing, jointly and severally, Seller shall indemnify and hold harmless Buyer, Plains All American Pipeline, L.P., Vulcan Gas Storage LLC and each Commitment Party of their respective Affiliates (which from and its Affiliates, equity holders, members, partners, general partners, managers after the Closing shall include the Company and its the Subsidiaries) and their respective Representatives and controlling persons (each, an the “Buyer Indemnified PersonParties”) from and against all Losses that the Buyer Indemnified Parties incur arising from or out of or related to: (i) any inaccuracy or breach of any representation or warranty of Seller in this Agreement, the Bluewater Reserves Agreement or in any certificate delivered pursuant to this Agreement; (ii) any inaccuracy or breach of any representation or warranty of Seller in this Agreement as of the Closing Date, each of which representations and warranties will be deemed for purposes of this Section 9.2(a)(ii) to have been made by Seller as of the Closing Date, except that those representations and warranties that are made as of a specific date need only be true as of such date; (iii) any breach of any covenant or agreement of Seller contained in this Agreement; (iv) any Known and Undisclosed Environmental Liability; (v) any Pre-Closing Off-Site Environmental Liability; (vi) any Environmental Fines and Penalties and any Pre-Closing On-Site Environmental Liability; (vii) any action, claim, suit or proceeding by Seller or any of its Affiliates (other than the Company or any Subsidiary) against the Company or any Subsidiary or any of their respective properties or assets relating to or arising out of any act or omission that occurred prior to, or facts or circumstances that existed as of, the Closing (whether or not any Loss associated therewith existed on or before the Closing Date); (viii) any Loss (whether or not such Loss existed on or before the Closing Date) of the Company or any Subsidiary arising out of or relating to any loss of life or injury to any Person (whether or not such loss or injury existed on or before the Closing Date) to the extent arising out of or related to the business activities of the Company or any Subsidiary on or prior to the Closing Date, other than any Pre-Closing On-Site Environmental Liability or any loss or injury to any Person that constitutes a Pre-Closing Off-Site Environmental Liability; and (ix) any Fines and Penalties. (b) Subject to, and except as otherwise provided in, Article VII relating to Tax matters and the provisions of this Article IX, from and after the Closing, Buyer shall indemnify and hold harmless Seller and its Affiliates and their respective Representatives, (the “Seller Indemnified Parties”) from and against all lossesLosses that the Seller Indemnified Parties incur arising from or out of or related to: (i) the businesses and operations of the Company or any Subsidiary (other than with respect to (x) any continuing commercial relationships between Seller and/or any of its Affiliates and the Company or any Subsidiary, claimswhether entered into before or after the Closing and (y) any guarantee, damagesletter of credit, liabilities bond, surety or other credit support or assurance provided by Seller or its Affiliates in support of obligations of the Company or any Subsidiary; provided that nothing in this clause (y) shall in any way limit or otherwise affect Buyer’s obligation to indemnify and hold harmless the Seller Indemnified Parties under Section 9.2(b)(iv)) relating solely to periods after the Closing Date to the extent such Losses are not subject to the provisions of Section 9.2(a) hereto; (ii) any inaccuracy or breach of any representation or warranty of Buyer in this Agreement or in any certificate delivered pursuant to this Agreement; (iii) any breach of any covenant or agreement of Buyer contained in this Agreement; and (iv) any Company Guarantee to the extent related to any failure of the Company or any Subsidiary to perform any obligation (other than any indemnification obligation to the extent such indemnification obligation relates to any circumstance, event, condition, act or omission that occurred or existed prior to the Closing) arising after the Closing Date and guaranteed by such Company Guarantee, to the extent such Losses are not subject to Section 9.2(a) (other than Section 9.2(a)(vii)); provided that with respect to a particular Company Guarantee, Buyer’s aggregate liability shall not exceed the “Company Guarantee Amount” with respect to such Company Guarantee, determined in accordance with Schedule 6.6(a), as amended in accordance with Section 6.6(a), with respect to such Company Guarantee. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of this Section 9.2, (x) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or (other than a breach of a representation or warranty under Section 4.6(a)) would have been inaccurate or breached if such representation or warranty had not contained any limitation or qualification as to materiality, Material Adverse Effect (which instead will be read as any adverse effect or change) or similar language, and (y) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (x), shall be determined without regard to any limitation or qualification as to materiality, Material Adverse Effect (which instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty. (d) For the purposes of calculating the amount of any Loss for which a Buyer Indemnified Party claims indemnification under this Agreement, the amount of each Loss shall be deemed to be an amount (A) net of any insurance proceeds and any indemnity, contribution or other similar payment received from any insurer or other third party with respect thereto, and (B) net of any reserves provided for the situation in question that are reflected in a reduction of Net Working Capital. Buyer shall use commercially reasonable efforts to commence legal or other proceedings to collect indemnity, contribution or other payments from any such insurer or other third party. The costs and expenses (including reasonable fees and disbursements of counsel) reasonably incurred by the Buyer Indemnified Parties in pursuing any insurance proceeds or indemnity, contribution or other than Taxes of similar payment from any insurer or other third party under clause (A) above shall constitute additional Losses with respect to the Commitment Parties matter for which indemnification may be sought hereunder, except to the extent such costs and expenses are paid or reimbursed by such insurer or other third party. (e) Subject to clause (d) above and except as otherwise provided for in this Agreement) arising out of Article VII, the Parties shall have a claim asserted by a third party (collectively, “Losses”) that duty to use commercially reasonable efforts to mitigate any such Indemnified Person may incur or to which any such Indemnified Person may become subject Loss arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Persontransactions contemplated hereby.

Indemnification Obligations. The Company and its Subsidiaries indemnification obligations under this Agreement shall be subject to the following provisions: (the 1)The party seeking indemnification (“Indemnifying Parties” and each an “Indemnifying PartyIndemnitee”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons shall notify the other party (each, an “Indemnified PersonIndemnitor”) from of any Claim against Indemnitee within forty five (45) days after it has notice of such Claim, but failure to notify Indemnitor shall in no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except then only to the extent otherwise provided for of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnitee against such liability (with counsel approved by Indemnitee), within thirty (30) days after Indemnitee gives Indemnitor written notice of the same, then Indemnitee may defend and settle such Claim, and Indemnitor's liability to Indemnitee shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including reasonable attorneys' fees, incurred by Indemnitee in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that effecting such settlement. Indemnitee shall have the right to employ its own counsel in any such Indemnified Person may incur or to which any case, but the fees and expenses of such Indemnified Person may become subject arising out counsel shall be at the expense of or Indemnitee unless: (a) the employment of such counsel shall have been authorized in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought writing by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including Indemnitor in connection with the enforcement defense of such action, (b) Indemnitor shall not have employed counsel to direct the indemnification obligations set forth herein), irrespective defense of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties such action or any Indemnified Person related thereto, caused such counsel employed by a Commitment Party Default by Indemnitor shall have failed to commence or pursue such Commitment Partydefense, or (bc) Indemnitee shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, right to arise from direct the bad faith, willful misconduct or gross negligence defense of such Indemnified Personaction or of Indemnitee), in any of which events such fees and expenses shall be borne by Indemnitor.

Indemnification Obligations. The Following the entry of the UPA Approval Order and the Recognition Order applicable thereto, the Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severallyseverally (subject to Section 10.1), indemnify and hold harmless each Commitment Party and Plan Sponsor, its Affiliates, equity holdersshareholders, members, partnerspartners and other equity holders, general partners, managers and its and their respective Representatives Representatives, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities Liabilities and costs and expenses (other than Taxes of the Commitment Parties Plan Sponsors except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any this Agreement, the Plan, the Chapter 11 Proceedings, the Recognition Proceedings, and the transactions contemplated hereby and thereby, including, the Emergence Equity Purchase, the Additional Capital Commitment or the use of the foregoingproceeds of the sale of the Emergence Equity Units or the Additional Capital Commitment Units, or any breach by the Debtors of this Agreement, or the negotiation and documentation of the Plan regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, Plan Sponsor and its Related Parties or any Indemnified Person related theretoParties, caused by a Commitment Party Plan Sponsor Default by such Commitment PartyPlan Sponsor (as found by a final, non-appealable judgment of a court of competent jurisdiction), or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company and its Subsidiaries the other Company Parties (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Backstop Party and its Affiliates, equity holders, members, partners, general partners, managers managers, directors, officers and its and their respective Representatives representatives, attorneys, and controlling persons Persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Indemnified Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, Agreement or the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offeringhereby, or any claim, challenge, litigation, investigation or proceeding Legal Proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Company Parties, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented (with such documentation subject to redaction to preserve attorney client and work product privileges) out-of-pocket legal or other third-party expenses of counsel (which, so long as there are no actual conflicts of interests among such Indemnified Persons, shall be limited to one law firm serving as counsel for the Indemnified Persons) incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding Legal Proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Indemnified Losses (a) as to a Defaulting Commitment Backstop Party, its Related Parties Affiliates or any Indemnified Person related thereto, principally caused by a Commitment Party Default default by such Commitment PartyDefaulting Backstop Party (or Indemnified Persons related thereto) or any breach by any Backstop Party (or Indemnified Persons related thereto) under this Agreement, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence fraud of such Indemnified Person. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Parties will not be liable for, and no Indemnified Person shall claim or seek to recover, any punitive, special, indirect or consequential damages.

Indemnification Obligations. The Company and its Subsidiaries indemnification obligations under this Agreement shall be subject to the following provisions: (the 1) The party seeking indemnification (“Indemnifying Parties” and each an “Indemnifying PartyIndemnitee”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons shall notify the other party (each, an “Indemnified PersonIndemnitor”) of any Claim against Indemnitee within forty five (45) days after it has notice of such Claim, but failure to notify Indemnitor shall in no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnitee against such liability (with counsel approved by Indemnitee), within thirty (30) days after Indemnitee gives Indemnitor written notice of the same, then Indemnitee may defend and settle such Claim, and Indemnitor's liability to Indemnitee shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including reasonable attorneys' fees, incurred by Indemnitee in effecting such settlement. Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of Indemnitee unless: (a) the employment of such counsel shall have been authorized in writing by Indemnitor in connection with the defense of such action, (b) Indemnitor shall not have employed counsel to direct the defense of such action or any such counsel employed by Indemnitor shall have failed to commence or pursue such defense, or (c) Indemnitee shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the right to direct the defense of such action or of Indemnitee), in any of which events such fees and against any and all losses, claims, damages, liabilities and expenses shall be borne by Indemnitor. (2) The indemnification obligations under this Agreement shall cover the costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunderIndemnitee, including the Backstop Commitmentsreasonable attorneys' fees, the Rights Offeringrelated to any actions, the payment of the Put Option Equity Premium suits or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating judgments incident to any of the foregoingmatters covered by such indemnities. (3) The indemnification obligations of Indemnitor under this Agreement shall also benefit any present or future advisor, regardless trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, participant and agent of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors in Indemnitee or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal entity now or other third-party expenses incurred hereafter having a direct or indirect ownership interest in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonIndemnitee.

Indemnification Obligations. The Company and its Subsidiaries (a) Indemnification by the “Indemnifying Parties” and each an “Indemnifying Party”) shallCompany. Subject to the entry of the BCA Approval Order by the Bankruptcy Court, jointly and severallyfollowing September 23, 2014, the Debtors shall indemnify and hold harmless each Commitment Party and its Investor, their respective Affiliates, equity holders, members, partnersshareholders, general partners, managers and its members, managers, equity holders and their respective Representatives Representatives, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and reasonable expenses (including any legal or other than Taxes of the Commitment Parties except expenses reasonably incurred in connection with defending or investigating any action or claim as to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party which it is entitled to indemnification hereunder as such expenses are incurred), joint or several (collectively, “Losses”) that any such Indemnified Person may incur has incurred or to which any such Indemnified Person may has become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop CommitmentsDIP Conversion, the Rights Offering, the payment of the Put Option Equity Commitment Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified such Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified such Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. The Company and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and Backstop Party, its Affiliates, equity holdersshareholders, members, partnerspartners and other equity holders, general partners, managers and its and their respective Representatives Representatives, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Backstop Parties except to the extent otherwise provided for in this Agreement, including the last sentence of Section 2.05(c)) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the RSA, the Plan and the transactions contemplated hereby and the obligations hereunderthereby, including the Backstop Commitments, the Rights Offering, the Backstop Commitment Agreement, the payment of the Put Option Equity Premium Backstop Fee or the use of the proceeds of hereunder, from the Rights Offering, or, subject to Section 8.06, any breach by the Debtors of any representation, warranty, covenant, obligation or other provision of this Agreement, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, Backstop Party and its Related Parties or any Indemnified Person related theretoParties, caused by a Commitment Backstop Party Default by such Commitment Backstop Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faithfraud, willful misconduct or gross negligence of such Indemnified Person, (c) a material breach of the representations and warranties made by such Indemnified Person in this Agreement, or (d) a material breach by such Indemnified Person of its obligations under this Agreement.