Common use of Indemnification Obligations Clause in Contracts

Indemnification Obligations. Following the entry of the Approval Order, the Company and the other Debtors (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) (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 thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following the entry of the Approval Order, the The Company and the other Debtors 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, the Plan and the transactions contemplated hereby and therebythe obligations hereunder, including the Backstop CommitmentCommitments, the Rights Offering, the payment of the Commitment Put Option Equity 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, the other Debtorsits 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 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. Following the entry The following provisions shall apply to, and be deemed in each case to modify, each of the Approval Order, the Company provisions of this Mortgage (except those set forth in Section 3.10 hereof) and the other Debtors Security Documents (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 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) (collectivelySection 4.6 shall survive the release termination, “Losses”) that any such Indemnified Person may incur foreclosure or to which any such Indemnified Person may become subject arising out assignment of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee 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, 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, 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 jurisdiction 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, any of the Indemnified Persons at its sole discretion may pay any such judgments, in whole or in part, and look to arise Mortgagor for reimbursement pursuant to this Mortgage, or may 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, 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. Following the entry a. Seller agrees to hold Buyer and each of the Approval Order, the Company and the other Debtors (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 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 (including, without limitation, reasonable fees and expenses of counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to or arising out of this Agreement, any Transaction Request, Purchase Confirmation, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than Taxes 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 Commitment Parties except 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 extent otherwise provided Purchased Mortgage Loans. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for in this Agreement) (collectivelyspecial, “Losses”) that any such Indemnified Person may incur 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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium actual or the Termination Fee 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, the other Debtors, 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personsole discretion.

Indemnification Obligations. Following the entry of the Approval BCA Assumption Order, the Company and the other Debtors (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 arising out of the Commitment Parties except to the extent otherwise provided for in this Agreement) 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 Agreement and the transactions contemplated hereby and therebyhereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, the other Debtors, their respective its 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following the entry a. Sellers agree to hold Administrative Agent, Buyers and each of the Approval Order, the Company and the other Debtors (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 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) (collectively. Each Seller hereby acknowledges that its obligations hereunder are recourse obligations of 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 against 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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium actual or the Termination Fee 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, the other Debtors, 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personsole discretion.

Indemnification Obligations. Following the entry of the Approval Order, the The Company and the other Debtors (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 Plan and the transactions contemplated hereby and thereby, including the Rights Offering Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee 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, 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, 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 to arise from the fraud, bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following the entry of the Approval Backstop Order, but effective as of the date hereof, the Company and the other Debtors Parties (the “Indemnifying Parties,” and 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) (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 Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination Fee 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, the other DebtorsReorganized 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, 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 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. Following the entry of the BCA Approval Order, the Company and the other Debtors (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) (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 thereby, including the Backstop CommitmentCommitments, the Rights OfferingOfferings, the payment of the Commitment Premium or the Termination Fee 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, 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, 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 to arise from the bad faith, willful misconduct or gross negligence of, or breach of fiduciary duty by, such Indemnified Person.

Indemnification Obligations. Following the entry of the BCA Approval Order, the Company and the other Debtors (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 Plan and the transactions contemplated hereby and thereby, including the Rights Offering Backstop Commitment, the Rights Offering, the 4(a)(2) Backstop Commitment, the 4(a)(2) Backstop Commitment Investment, the payment of the Commitment Premium or the Termination Fee 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, 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following the entry a. Each of the Approval Order, the Company Seller and the other Debtors (the “Indemnifying Parties” each 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 (including, without limitation, reasonable fees and expenses of counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to or arising out of this Agreement, any Transaction Request, Purchase Confirmation, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than Taxes 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 Commitment Parties except 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 extent otherwise provided Purchased Mortgage Loans. Each of Seller and each Guarantor also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for in this Agreement) (collectivelyspecial, “Losses”) that any such Indemnified Person may incur 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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium actual or the Termination Fee 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, the other Debtors, 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personsole discretion.

Indemnification Obligations. Following the entry of the BCA Consummation Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and each, 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)) (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 thereby, including the Backstop CommitmentCommitments, the Rights Offering, the payment of the Commitment Put Option Premium or the Termination Fee 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, the 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following Subject to the entry limitations set forth in this SECTION 8, from and after the Closing Date, each of the Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”) shall, 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) (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 Plan Related Agreements, and the transactions contemplated hereby and thereby, including the Backstop Commitment, 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 Commitment Premium Seller Parties to perform any of its covenants, obligations or agreements under this Agreement; (iv) any claims brought prior to the Termination Fee or 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, the other Debtors, 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, that on one hand, 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 Material Adverse Effect qualification) contained in such Commitment Partyrepresentation or warranty shall be disregarded. The Seller Parties shall have no right of contribution, indemnification or (b) similar right from Capricorn or Capricorn Sub. Each of the Seller Parties is individually referred to in this Section 8 as the extent they are found by a final“Indemnifying Person”, non-appealable judgment of a court of competent jurisdiction to arise from and collectively, the bad faith, willful misconduct or gross negligence of such Indemnified Person“Indemnifying Persons”.

Indemnification Obligations. Following (a) Seller agrees, subject to the entry other terms and conditions of the Approval Orderthis Agreement, the Company to indemnify Buyer, its Affiliates and the other Debtors (the “Indemnifying Parties” officers, directors, employees, agents, advisers and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless representatives of 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) such person (collectively, “LossesBuyer Indemnitees”) that and hold Buyer 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 Buyer Indemnitees, (i) arising out of or resulting from the breach of any representation or warranty of Seller or Company, other than a breach of the representations and warranties in connection with 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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment case of the 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, 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, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses 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 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 set forth on Section 7.2 of the Disclosure Schedules. (b) Seller agrees, subject to the extent they are found 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 finalBuyer Indemnitees, non-appealable judgment arising out of a court of competent jurisdiction to arise or resulting from the bad faithbreach of any representation or warranty in Section 3.7(c) or 3.22(b). Buyer and Seller agree that, willful misconduct 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 gross negligence 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 Indemnified Personbreach 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, “Seller Indemnitees”) and hold Seller Indemnitees harmless from and after the Closing Date for any and all Losses actually suffered or 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 each case, contained in this Agreement.

Indemnification Obligations. Following the entry of the Approval Backstop Order, but effective as of the Company and date hereof, the other Debtors (the “Indemnifying Parties,” and 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) (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 Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Equity Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination Fee 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, the other 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, 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 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. Following The indemnification obligations under this Agreement shall be subject to the entry 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 Approval Ordersame, then Indemnitee may defend and settle such Claim, and Indemnitor’s liability to Indemnitee shall be conclusively established by such settlement, the Company amount of such liability to include both the settlement consideration and the other Debtors 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 “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 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 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) (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 therebyIndemnitee, including the Backstop Commitmentreasonable attorneys’ fees, the Rights Offeringrelated to any actions, the payment of the Commitment Premium suits or the Termination Fee 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, the other Debtors, 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonIndemnitee.

Indemnification Obligations. Following the entry Notwithstanding any other provision of the Approval Orderthis Agreement, the Company and the other Debtors 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) (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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, 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, 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 jurisdiction, as applicable) and until such 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 arise from which a Partner shall otherwise be entitled to receive pursuant to Section 5.1(a) hereof, shall instead be retained by the bad faithPartnership 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, willful misconduct or gross negligence 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 York Indemnity Claim in lieu of the remedies described in the immediately preceding paragraph of this Section. Such option may be exercised by Gannett, 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 Indemnified PersonYork 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 arising 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 operations 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 take into account the period during which the MediaNews Percentage Interest was reduced from and after the date of the Gannett Claim Notice. If, 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 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 contribution (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. Following the entry of the Approval Order, the The Company and the other Debtors (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) (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 thereby, including the Backstop CommitmentEquity Commitments, the Rights Offering, the payment of the Commitment Premium or the Termination Fee 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, the 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following the entry a. Each of the Approval Order, the Company Seller and the other Debtors (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 (including, without limitation, reasonable fees and expenses of counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to or arising out of this Agreement, any Transaction Request, Purchase Confirmation, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than Taxes 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 Commitment Parties except 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 extent otherwise provided Purchased Mortgage Loans. Each of Seller and Guarantor also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for in this Agreement) (collectivelyspecial, “Losses”) that any such Indemnified Person may incur 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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium actual or the Termination Fee 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, the other Debtors, 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personsole discretion.

Indemnification Obligations. Following the entry of the Approval OrderPSC and its Affiliates jointly and severally agree to fully indemnify each Consenting Lender, the Company and Administrative Agent, the other Debtors (the “Indemnifying Parties” and eachOther Agents, 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 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) (collectively, “Losses”) that any which may be incurred by such Indemnified Person may incur Indemnitee or to which any asserted against 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 Plan negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment consummation of the Commitment Premium or the Termination Fee 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, 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, 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 jurisdiction. If any claim, 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 arise from the bad faithIndemnitee, willful misconduct and the payment of all costs and expenses. The Indemnitee shall have the right to employ separate counsel in any such claim, action or gross negligence proceeding and to consult with PSC in the defense thereof, and the fees and expenses of such Indemnified Personcounsel shall be at the expense of PSC unless and until PSC shall have assumed the defense of such claim, 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 a release of the Indemnitee satisfactory in form and substance to the Indemnitee.

Indemnification Obligations. Following the entry of the Approval Order, the Company MEMBER agrees that VIGILINT and the respective Representatives of each of them will not have any liability to MEMBER or any other Debtors (person in connection with, related to or arising out of, this Agreement, including the “Indemnifying Parties” and eachServices to be provided hereunder, an “Indemnifying Party”) shallexcept in connection with any willful breach by VIGILINT of its obligations under Sections 6.1. To the fullest 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) (each a “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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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 involving a third party, to which an Indemnified Person may be subject, insofar as such proceedings are brought by the CompanyLoss relates to, the other Debtors, 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 be performed, by an Indemnified Person, related to or serving as a witness consistent with respect tothe Services or the terms of this Agreement, or (b) any lawsuitaction taken, investigationor omitted to be taken, claim or other proceeding relating to any of the foregoing (including by MEMBER, in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by any matter in which an Indemnified Person has been involved pursuant to this Agreement or the Plan are consummated or whether or not this Agreement is terminatedAgreement; provided, that the foregoing indemnity will not, as term "Covered Event," with respect to any an Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or shall exclude any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) Loss to the extent they are found determined by a the final, non-appealable judgment of a court of competent jurisdiction to arise from have been caused by the gross negligence, fraud, bad faith, faith or 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. Following Subject to the entry limitations set forth in this Article VIII, from and after the date of the Approval Orderthis Agreement, the Debtors or Reorganized Company and the other Debtors Parties, as applicable (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 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 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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee 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, the 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, 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 in a Final Order to arise have arisen from the bad faithbreach by such Indemnified Person of its obligations hereunder or under the PSA, or the willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following (a) To the entry of the Approval Orderextent permitted by applicable law, the Company and the other Debtors (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) (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 Plan each Holder shall indemnify and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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 hold harmless the Company, each of its directors and each of its officers, each Person, if any, who controls the other DebtorsCompany within the meaning of the Securities Act, their respective equity holdersand each officer, Affiliatesdirector, creditors 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 such registration; provided, however, that (x) the enforcement 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 settlement is effected without the consent of the indemnification relevant Holder of Registrable Securities, which consent shall not be unreasonably withheld, and (y) 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 registration statement under this Agreement, and otherwise. (d) Except as otherwise 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, 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) 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonSecurities Purchase Agreement.

Indemnification Obligations. Following the entry of the Approval Order, the Company a. Each Seller and the other Debtors (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 (including, without limitation, reasonable fees and expenses of counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to or arising out of this Agreement, any Transaction Request, Purchase Confirmation, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than Taxes 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 Commitment Parties except 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 extent otherwise provided Purchased Mortgage Loans. The Sellers and the Guarantor also agree not to assert any claim against the Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for in this Agreement) (collectivelyspecial, “Losses”) that any such Indemnified Person may incur 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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium actual or the Termination Fee 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 CompanySellers 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 reason, the other DebtorsSellers shall, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personsole discretion.

Indemnification Obligations. Following the entry of the Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”) shall, jointly and severally, 3.1.1. The 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) (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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, 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. 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 foregoing 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 not(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 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 keep 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) reduced by any amounts recovered from any third parties, by way of indemnification or otherwise, with respect to the extent they are found claim for which indemnification is sought and (c) any tax benefits actually received by a final, non-appealable judgment the Indemnified Party or for which the Indemnified Party is eligible on account of a court of competent jurisdiction to arise from the bad faith, willful misconduct matter resulting in such damages or gross negligence 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. Following Subject to the entry limitations set forth in this Section 8, from and after the Closing Date, each of the Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”) shall, 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) (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 Plan Related Agreements, and any exhibits or schedules attached hereto or thereto; (ii) any Damages for Known Liabilities (as defined below) up to the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment Survival Date; (iii) any failure of any of the Commitment Premium Seller Parties to perform any of its covenants, obligations or agreements under this Agreement; (iv) any claims brought prior to the Termination Fee or 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, the other Debtors, 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, 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 finalMaterial Adverse Effect qualification) contained in such representation or warranty shall be disregarded. The Seller Parties shall have no right of contribution, non-appealable judgment indemnification or similar right from CMED or CMED Sub. Each of a court of competent jurisdiction the Seller Parties is individually referred to arise from in this Section 8 as the bad faith“Indemnifying Person”, willful misconduct or gross negligence of such Indemnified Personand collectively, the “Indemnifying Persons”.

Indemnification Obligations. Following the entry of the PPA and BCA Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and 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-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 Agreement and the transactions contemplated hereby and therebyits obligations hereunder, including the Backstop Private Placement Commitment, the Rights OfferingPrivate Placement, the payment of the Commitment Premium or Private Placement Agreement Premiums, the Termination Fee 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, the other DebtorsReorganized 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following the entry of the BCA Approval Order, the Company, the Reorganized Company and the other Debtors (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 Plan Agreement and the transactions contemplated hereby and therebyits obligations hereunder, including the Backstop Commitment, the Rights OfferingOfferings, the payment of the Backstop Commitment Fee, the payment of the Termination Commitment Premium or the Termination Fee 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, the 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following the entry of the Approval Order, the Company (a) Each party shall be liable to and the other Debtors (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) (collectively, “Losses”) that any such Indemnified Person may incur or The indemnifying party having caused Losses to which any such Indemnified Person may become subject arising out of or third 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 Plan 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 transactions contemplated hereby term “Losses” shall mean any liability, damage, costs, fees, losses, judgments, penalties, fines, and therebyexpenses, including without limitation, any reasonable attorneys’ fees, disbursements, settlements (which require the Backstop Commitmentother party’s consent which shall not be unreasonably withheld), the Rights Offeringand court costs, the payment of the Commitment Premium or the Termination Fee 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, 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 Losses would be deemed material under this Agreement or the Plan are consummated or whether or not this Agreement is terminatedAgreement; providedprovided 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.everyday business. [*]

Indemnification Obligations. Following (a) Subject to the entry of the Approval Orderlimitations set forth in this Agreement, the Company and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”) 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) for the breach of any representation or warranty of Seller set forth in this Agreement (collectivelyor any certificate delivered by Seller at Closing) for which written notice is received by Seller from Buyer within the applicable Survival Period, “Losses”(iii) the matters disclosed on, or that any 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) 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 Plan and the transactions contemplated hereby and therebyProperties 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 CommitmentClosing, 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 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, 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, the other Debtors, 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonSTRICT LIABILITY.

Indemnification Obligations. Following the entry of the Approval Order, the The Company and the other Debtors Company Parties (the “Indemnifying Parties” and 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) (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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, the other DebtorsCompany 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, 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 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. Following the entry of the Backstop Commitment Agreement Approval Order, the Company Company, the other Debtors and the other Reorganized Debtors (the “Indemnifying Parties” and each, 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)) (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 thereby, including the Backstop CommitmentCommitments, the Rights Offering, the payment of the Commitment Put Option 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, the 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, 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 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. Following the entry of the Approval Order, the Company Company, the Reorganized Debtors and the other Debtors (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 Plan Agreement and the transactions contemplated hereby and therebyobligations hereunder, including the Backstop Commitment, the Rights OfferingOfferings, the payment of the Commitment Premium or the Termination Fee 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, the 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, 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 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. Following With respect to any obligation of Parent or any of its Subsidiaries (each, a “Parent Company” and collectively, the entry “Parent Companies”) to indemnify, defend and/or hold harmless, or advance expenses to, any of the Approval OrderBoard Designees for any Adverse Consequences arising out of or with respect to current, future or prior service on the Company and the other Debtors Board of Directors (the “Indemnifying Parties” and 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) (collectively, “Losses”) that any such Indemnified Person may incur payments actually made by such 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 Plan and the transactions contemplated hereby and thereby“Fund” shall mean any investment fund formed or managed by Versa Capital Management, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee 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, the other Debtors, 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personother Parent Company.

Indemnification Obligations. Following the entry of the Approval Order, the The Company and the other Debtors (the “Indemnifying Parties” and each, 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) (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 thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Backstop Premium or the Termination Fee 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, the 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following the entry of the Approval Order, the Company and the other Debtors (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) (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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee 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, directors, stockholders, employees or agents prior to the other DebtorsClosing, their respective equity holdersirrespective of the date that any claim, 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 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonDamages.

Indemnification Obligations. Following the entry of the ECA Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and each, 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)) (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 thereby, including the Backstop Subscription Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee 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, the 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following the entry The Company agrees that it shall fully indemnify each Noteholder and each and every other person by reason of the Approval Orderfact that such person is or was a director, the Company and the other Debtors (the “Indemnifying Parties” and eachofficer, an “Indemnifying Party”) shallemployee, jointly and severallyagent, indemnify and hold harmless each Commitment Party and its Affiliatesshareholder, equity holderscounsel, 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) (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 thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, 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 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 provided, however, that this indemnity shall not the transactions contemplated extend to any claims asserted by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; 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 to arise jurisdiction. If any claim, action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from the bad faithCompany, willful misconduct 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 claim, action or gross negligence proceeding and to participate in the defense thereof, but the fees and expenses of such Indemnified Personcounsel 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 (b) the Company shall have failed promptly to assume the defense of such claim, 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. Following The indemnification obligations under this Agreement shall be subject to the entry following provisions, provided, however, that to the extent any of the Approval Orderprovisions of this Section 12J are inconsistent with the provisions of Sections 12B or 12E of this Agreement, the Company provisions of Sections 12B or 12E, as applicable, of this Agreement shall govern and 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 Debtors 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) (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 therebyParty, including the Backstop Commitmentreasonable attorneys' fees and expenses, the Rights Offeringrelated to any actions, the payment causes of the Commitment Premium action, suits or the Termination Fee 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, the other Debtors, 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonSurvival Period.

Indemnification Obligations. Following (a) Subject to the entry other provisions of this Article IX: (i) each of the Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”) Equityholders shall, jointly severally and severallynot jointly, indemnify the Purchaser and hold harmless each Commitment Party and of its AffiliatesAffiliates (which, equity holdersfollowing the Closing, members, partners, general partners, managers shall include the Company) 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) (collectively, “Losses”) that any Losses actually incurred by 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 Plan breach of any representation and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment warranty of the Commitment Premium Purchaser contained in Article IV (or the Termination Fee 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, 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 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following Subject to the entry limitations set forth in this Article IX, from and after the date of the Approval Orderthis Agreement, the Company and the other Debtors Credit Parties (collectively, the “Indemnifying Parties” and 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) (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 Agreement and the transactions Transaction contemplated hereby and therebyhereby, including the Backstop Commitment, the Rights Offering, the Private Placement, the payment of the Commitment Premium or the Termination Fee 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, the other DebtorsCredit 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, 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 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. Following the entry of the Approval Order, the The Company and the other Debtors (the “Indemnifying Parties” and each, 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)) (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 thereby, including the Backstop CommitmentCommitments, the Rights Offering, the Backstop Commitment Agreement, the payment of the Commitment Premium or the Termination 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, the 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, 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 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. Following the entry of the Approval OrderProvider agrees to indemnify, defend, and hold harmless the Company and the other Debtors (the “Indemnifying Parties” its successors, subsidiaries and eachaffiliates, an “Indemnifying Party”) shalland all respective stockholders, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holderspartners, members, partnersdirectors, general partnersmanagers, managers officers, employees and its and their respective Representatives and controlling persons agents related thereto (eachcollectively, an the “Indemnified PersonParties”) from and against any and all lossesliabilities, claims, suits, actions, demands, settlements, losses, judgments, costs, damages, liabilities and costs and expenses (other than Taxes including reasonable attorneys’ fees), fines, penalties, including punitive or exemplary damages, and all reasonable costs of the Commitment Parties except to the extent otherwise provided for in this Agreement) defense (collectively, collectively “Losses”) that any to the extent such Indemnified Person may incur Losses arise out of or result from: (a) a negligent act, an intentional act, or an intentional omission by Provider, its employees, or agents related to which any such Indemnified Person may become subject or arising out of the business covered by this Agreement; (b) a breach by Provider of this Agreement including but not limited to any of its representations, warranties, or covenants contained in connection with this Agreement, or (c) any failure of Provider, its employees or agents to comply with laws applicable to the Plan and performance of services hereunder (collectively, the transactions contemplated hereby and thereby“Indemnified Matters”). If a person asserts a claim with respect to which Provider may become obligated to indemnify or defend an Indemnified Party pursuant to this Article 3, the Indemnified Party shall provide Provider with prompt written notice of such claim, including copies of all available material written evidence thereof. Provider shall proceed to defend such claim in a diligent manner at the Backstop Commitmentsole expense of Provider. The Indemnified Party may participate, at its sole cost and expense, in the Rights Offeringdefense of such claim. If Provider does not assume the defense of such claim, then the payment Indemnified Party may, at its election, proceed with the defense of such claim on its own, in which case all reasonable expenses relating to the Commitment Premium or defense of such claim shall be borne and paid exclusively by Provider. With respect to the Termination Fee or the use defense of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding (x) the Party that is defending such claim shall (i) keep the Party that is not defending such claim informed of all material developments and events relating to any such claim and (ii) not settle, adjust or compromise such claim without the prior written consent of the foregoing, Party who is not defending such claim; which consent shall not be unreasonably withheld or delayed and (y) the Party that is not defending such claim shall make available to the Party who is defending such claim any documents and materials in its possession or control that may be necessary to the defense of such claim. Provider’s obligations under this Article 3 shall apply regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by negligence on the 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 part 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonParties.

Indemnification Obligations. Following the entry of the Approval Order, the The Company and the other Debtors (the “Indemnifying Parties” and each, 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)) (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 thereby, including the Backstop CommitmentCommitments, the Rights Offering, the Third Party Financing, the payment of the Commitment Premium Backstop Fee or the Termination Fee or the use of the proceeds of hereunder, from the Rights OfferingOffering or from the Third Party Financing, 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, the 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, 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 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. Following the entry of the Approval OrderSeller, the Company Txxxxx Xxxx and the other Debtors Hxxxxx Tech Full Industry Co., Ltd. (the “Indemnifying Parties” and each, an “Indemnifying Party”) shall, agree to jointly and severallyseverally indemnify, indemnify defend and hold harmless each Commitment Party Purchaser, Harbin and its Affiliatesany parent, equity holdersSubsidiary, membersassociate, partnersAffiliate, general partnersdirector, managers and its manager, officer, shareholder, employee or agent thereof, 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 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) (collectively, “Losses”) that any such Indemnified Person may incur or to Losses which any such Indemnified Person party may actually incur, suffer, sustain or become subject arising out to or accrue, as a result of, in connection with, or relating to or by virtue of: (a) any inaccuracy in, or breach of, any representation or warranty made by Seller or the Shareholders under this Agreement, it being understood that such representations and warranties shall be interpreted without giving effect to any limitations or qualifications as to “Materiality” (including the word “Material” or “Material Adverse Effect”) set forth therein; (b) any breach or non-fulfillment of any covenant or agreement on the part of Seller or the Shareholders in respect of pre-Closing covenants, under this Agreement; (c) any fees, expenses or other payments incurred or owed by Seller or the Shareholders to any agent, broker, investment banker or other firm or Person retained or employed by Seller or the Shareholders in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, 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 Agreement; (d) any Liability arising out of the ownership or operation of the Plan are consummated Assets prior to the Closing Date other than the Assumed Liabilities; (e) any product or whether or not this Agreement is terminated; provided, that services provided by Seller prior to the foregoing indemnity will not, as Closing Date; (f) any Excluded Liabilities; (g) any liabilities attributable to any Indemnified PersonEmployee resulting from or based upon (i) any employment-related Liability (statutory or otherwise) with respect to employment or termination of employment on or prior to the Closing Date or (ii) any liability relating to, apply to Losses arising under or in connection with any Benefit Plan, including any liability under COBRA, whether arising prior to, on or after the Closing Date; (ah) as to a Defaulting Commitment Party, its Related Parties any liability under the WARN Act or any Indemnified Person related theretosimilar state or local legal requirement that may result from an “Employment Loss,” as defined by 29 U.S.C. sect. 2101(a)(6), caused by a Commitment Party Default by such Commitment Party, or (b) any action of Seller prior to the extent they are found Closing or by a final, non-appealable judgment Purchaser’s decision not to hire previous employees of a court of competent jurisdiction Seller; or (i) any failure to arise from comply with all applicable Bulk Sales Laws; provided that in no event shall the bad faith, willful misconduct or gross negligence of such Indemnifying Parties ’ aggregate obligation to indemnify the Purchaser Indemnified PersonParties pursuant to this Section 8.2 exceed an amount equal to Seven Million Five Hundred Thousand Dollars ($7,500,000).

Indemnification Obligations. Following the entry of the EPCA Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and 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-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 or the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, the 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following (a) Seller shall, on the entry date of Closing, agree (and, upon delivery to Buyer of the Approval OrderConveyance, shall be deemed to have agreed), subject to the Company limitations and procedures contained in this Section 11.1, and in Sections 11.2, 11.3, and 15.1, following the other Debtors (the “Indemnifying Parties” Closing, to remain responsible for and eachindemnify, an “Indemnifying Party”) shall, jointly and severally, indemnify defend and hold Buyer (and for purposes of Article XI, its directors, officers, employees and attorneys, contractors, subcontractors, and agents) 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, claimsobligations, actions, liabilities, damages, liabilities and expenses (including, without limitation, court costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreementconsultants' and attorneys' fees) or losses (collectively, “"Buyer's Losses”") that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of, relating to or caused by (i) any misrepresentation or breach of any warranty, covenant or agreement of Seller contained in this Agreement or any certificate delivered by Seller at the Closing, (ii) any personal injury (including death) or property damage sustained on or in connection with the Properties arising in any way from any actions conducted by Seller's directors, officers, employees, contractors and agents on the Properties prior to the Closing, or (iii) the Excluded Properties and Excluded Liabilities. (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 Section 11.1, and in Sections 11.2, 11.3, and 15.1, following the Closing, to remain responsible for and indemnify, defend and hold Seller (and for purposes of Article XI, its affiliates and its and their respective directors, officers, employees and attorneys, contractors, subcontractors, and agents) harmless from and against any and all claims, obligations, actions, liabilities, damages, costs, expenses (including, without limitation, court costs and consultants' and attorneys' fees), or losses (collectively, "Seller's Losses") arising out of, relating to or caused by (i) any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement, (ii) the ownership or operation of the Properties after the Effective Date, or (iii) the condition of the Properties on, prior to or after the Effective Date (including, without limitation, all obligations to properly plug and abandon, or replug and re-abandon, wxxxx located on the Properties, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, Applicable Environmental Laws, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the Effective Date. Notwithstanding anything to the contrary contained herein, Buyer shall not be obligated to indemnify or hold Seller harmless for any of Buyer's Losses. (c) Nothing in paragraphs (a) and (b) above shall be construed as overriding the adjustment procedure provided for in Article X. (d) Notwithstanding anything to the contrary in this Agreement, the Plan termination of this Agreement under Article VIII, shall not relieve either party from liability for any willful or negligent failure to perform or observe in any material respect any of its agreements or covenants contained herein which are to be performed or observed at or prior to Closing. In the event this Agreement terminates under Article VIII because a party has willfully or negligently failed to perform or observe in any material respect any of its agreements or covenants contained herein which are to be performed at or prior to Closing, then the other party shall be entitled to all remedies available at law or in equity and the transactions contemplated hereby shall be entitled to recover court costs and thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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 reasonable attorneys' fees in addition to any of the foregoing, regardless of whether any Indemnified Person is a other relief to which such party thereto, whether or not such proceedings are brought by the 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personmay be entitled.

Indemnification Obligations. Following the entry of the Approval Order, the The Company and the other Debtors Company Parties (the “Indemnifying Parties” and 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) (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 Plan and Agreement or the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee 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, the other DebtorsCompany 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, 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 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. Following IXC and PSINet (hereinafter where either has undertaken the entry of action or inaction to be indemnified against shall be known as the Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and each, an “"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) (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 xxxx 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 Plan and the transactions contemplated hereby and therebyHOWEVER, including the Backstop CommitmentIN 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 Commitment Premium or the Termination Fee 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, 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, 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 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. Following IXC and PSINet (hereinafter where either has undertaken the entry of action or inaction to be indemnified against shall be known as the Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and each, an “"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) (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 xxxt 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 (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 Plan and the transactions contemplated hereby and therebyHOWEVER, including the Backstop CommitmentIN 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 Commitment Premium or the Termination Fee 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, 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, 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 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. Following the entry Effective as of the Approval Orderdate hereof, the Company and the other Debtors Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party Investor and its Affiliatesaffiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives 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 Investor except to the extent otherwise provided for in this Agreement) (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 thereby, including the Backstop CommitmentTransactions, the Rights Offering, the payment of the Commitment Premium or the Termination Fee or the use of the proceeds of the Rights OfferingExpense Reimbursement, 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, the other DebtorsCompany Parties, their respective equity holders, Affiliatesaffiliates, creditors or any other Personperson, 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 Transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, 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 Commitment Party, or (b) to the extent they (i) are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith, willful misconduct faith or gross negligence of such Indemnified Person, (ii) to the extent they are found by a final, non-appealable judgement of a court of competent jurisdiction to arise out of or relate to any willful and material breach of this Agreement by Investor or (iii) arise out of or relate to any disputes solely among the Indemnified Parties and not arising out of or related to any act or omission of any of the Company Parties.

Indemnification Obligations. Following the entry of the BCA Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Financing Party (other than a Subsequent Private Placement Investor) and its 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) (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 Agreement and the transactions contemplated hereby and therebyhereby, including the Backstop Commitment, the Rights OfferingOfferings, the Private Placements, the payment of the Commitment Premium or the Termination Fee or Payment, the use of the proceeds of the Rights OfferingOfferings or Private Placements, 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, the other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and 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, 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 Purchasers related thereto, caused by to a Commitment Party Default by such Commitment Party, (b) as to a Defaulting Private Placement Party or its Related Purchasers related to a Private Placement Investor Default by such Private Placement Investor or (bc) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person; provided further that this Section 8.1 will not apply to the Subsequent Private Placement Investors.

Indemnification Obligations. Following the entry of the Approval Order, the The Company and the other Debtors (the “Indemnifying Parties” and each, 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 managers, directors 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 (including Taxes imposed by any Chilean Governmental Entity but excluding (i) Excluded Taxes and (ii) Taxes imposed by any non-Chilean Governmental Entity) arising out of a claim asserted by a third party, any Debtor or any other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) Person (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 thereby, including the Backstop Commitment, the Rights OfferingOfferings, the payment of the Commitment Premium or the Termination Fee Backstop Payment or the use of the proceeds of the Rights OfferingOfferings or the Backstop Commitments, or any breach by the Debtors of this Agreement, (including the use of proceeds thereof) 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, the 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, 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 thereto, to the extent caused by a Commitment Backstop Party Default by such Commitment Party, Backstop Party or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following the entry In connection with any registration of the Approval OrderRegistrable Securities under this Agreement, the Company and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”i) shall, jointly and severally, Katy shall indemnify and hold harmless each Commitment Party of the Holders, and its Affiliateseach underwriter for such Holder, equity holdersincluding but not limited to each Person, membersif any, partnerswho controls a Holder within the meaning of Section 15 of the Act, 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 expenses (including but not limited to reasonable expenses incurred in investigating, preparing and defending against any claim) to which a Holder, underwriter or such controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as the same arise out of or are based upon or are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (as amended or supplemented if Katy shall have furnished any amendments or supplements thereto) furnished pursuant to this Agreement or insofar as the same arise out of or are based upon or are caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are ultimately determined to have arisen out of or were based upon or were caused by any untrue statement or alleged untrue statement or omission or alleged omission based upon written information furnished to Katy by or on behalf of any Holder or any such control person for inclusion in any Registration Statement or Prospectus (and any amendments or supplements thereto), and (ii) the Participating Holders jointly and severally, shall indemnify Katy, its affiliates, any person who signed any Registration Statement, and their respective officers, directors and control persons against all such losses, claims, damages, liabilities and expenses (other than Taxes of including but not limited to reasonable expenses incurred in investigating, preparing and defending against any claim) insofar as the Commitment Parties except same are ultimately determined to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising have arisen out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium were based upon or the Termination Fee were caused by any such untrue statement or the use of the proceeds of the Rights Offering, alleged untrue statement or any claimsuch omission or alleged omission based upon written information furnished to Katy by or on behalf of any Holder, 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, the other Debtors, their respective equity holders, Affiliates, creditors underwriter or any other Person, such control person for the inclusion in any Registration Statement or Prospectus (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 any amendments 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 hereinsupplements thereto), 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 liability of the Participating Holders under this Section 3.1 shall be limited to any Indemnified Person, apply to Losses (a) as the net proceeds actually received by such Holders pursuant to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused Prospectus included in a Registration Statement under this Agreement. In the event that it shall have been finally determined 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 that a party which has received payments hereunder is not entitled thereto, such payments shall be promptly refunded to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personpayor.

Indemnification Obligations. Following (a) From and after the entry 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 Approval Order, Merger Agreement if Buyer becomes entitled upon the Company and the other Debtors 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"Damages"), to an “Indemnifying Party”) shalladjustment pursuant to Section 3.3, jointly and severallyit shall be entitled to receive Escrow Holdback Shares from each Original Holder based upon such Original Holder's Pro Rata Portion; provided, indemnify and hold harmless each Commitment Party and its Affiliateshowever, 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 that such return of the Commitment Parties except Escrow Holdback Shares shall be made only to the extent otherwise provided in Section 3.3 of the Merger Agreement; and provided, further, that the foregoing deduction shall not apply to Damages with respect to which Buyer failed to notify the Indemnification Representative within 120 days after the Closing Date (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 Indemnification Representative, with a copy to the Escrow Holdback Agent, a notice of its claim (a "Notice of Claim") for indemnification hereunder, which Notice of Claim shall be in writing, shall specify in reasonable detail the basis for such 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) (collectively, “Losses”) 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 Indemnified Person may incur or covenant runs to which any such Indemnified Person may become subject arising out seek damages from the breaching party thereto. (d) For all purposes of or in connection with this Agreement, the Plan and deemed value per Escrow Holdback Share for purposes of determining the transactions contemplated hereby and thereby, including amount of any compensation payable hereunder shall be the Backstop CommitmentTransaction Price. (e) The amount of any Damages incurred by Buyer shall be reduced by the net amount that Buyer, the Rights OfferingCompany or 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 payment of the Commitment Premium or the Termination Fee or the use of the proceeds of the Rights Offering, Company 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, 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 controlled affiliates 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, 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 to arise from the bad faith, willful misconduct or gross negligence result of such Indemnified PersonDamages.

Indemnification Obligations. Following The indemnification obligations under this Agreement shall be subject to the entry following provisions: The party seeking indemnification (“Indemnities”) shall notify the other party (“Indemnitor”) 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 Approval Ordersame, then Indemnities may settle such claim, and recover from Indemnitor the Company and amount of such settlement consideration together with the other Debtors (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 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) (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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee 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, 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 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personindirect ownership interest in Indemnities.

Indemnification Obligations. Following the entry of the Approval Backstop Order, but effective as of the Company and date hereof, the other Debtors (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 (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 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 Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination Fee 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, the other 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, 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 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. Following the entry of the BCA Approval Order, the Debtors and, after the Closing Date, the Reorganized Company and the other Debtors (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) (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 Agreement and the transactions contemplated hereby and therebyhereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, the 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following the entry Each of the Approval OrderMerisel Entities agrees that it shall fully indemnify each Consenting Noteholder and its directors, officers, employees, agents, and representatives (including, without limitation, Price Waterhouse LLP and Wachtell, Lipton, Xxxxx & Xxxx) (all the foregoing persons, together with the Consenting Noteholders, the Company and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”"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) (collectivelyarising during 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 Plan negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the Financial Restructuring, and the transactions contemplated hereby and thereby; provided, including the Backstop Commitmenthowever, the Rights Offering, the payment of the 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 that this indemnity shall not extend to any of the foregoing, regardless of whether any Indemnified Person is claims asserted by a party thereto, whether or not such proceedings are brought by the Company, the other Debtors, their respective equity holders, Affiliates, creditors or Consenting Noteholder against any other PersonIndemnitee, 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 investigatingprovided, 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; providedfurther, 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 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 a finalMerisel Entity, non-appealable and the Indemnitee believes in the exercise of its business judgment and in the opinion of a court of competent jurisdiction to arise from its legal counsel that the bad faith, willful misconduct or gross negligence 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. Following The indemnification obligations under this Agreement shall be subject to the entry following provisions: 12.11.1 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 reasonably approved by Indemnitee), within thirty (30) days after Indemnitee gives Indemnitor written notice of the Approval Ordersame, then Indemnitee may settle such claim, and Indemnitor’s liability to Indemnitee shall be conclusively established by such settlement, the Company amount of such liability to include both the settlement consideration and the other Debtors 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 “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 3721766.8 -39- Gardere01 - 10003657v.4 to direct the defense of such action or of Indemnitee), in any of which events such fees and eachexpenses shall be borne by Indemnitor. 12.11.2 The indemnification obligations under this Agreement shall cover the costs and expenses of Indemnitee, an “Indemnifying Party”) shallincluding reasonable attorneys’ fees, jointly 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 severally, indemnify Seller hereby indemnifies and hold holds 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 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) (collectively, “Losses”) that or have any such Indemnified Person may incur or to which any such Indemnified Person may become subject liability for claims arising out of any act, omission or in connection with this Agreementoccurrence which occurs, accrues and arises on or after the Plan Closing Date and the transactions contemplated hereby Buyer accepts, assumes and thereby, including the Backstop Commitment, the Rights Offering, the payment agrees to perform all of the Commitment Premium duties, obligations and liabilities of Assignor arising and accruing on or after the Termination Fee 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 (including reasonable attorneys’ fees) that may be incurred by Seller as a result of (1) obligations expressly assumed or the use of the proceeds of the Rights Offeringagreed to be assumed by Buyer hereunder, or (2) all matters which occur, accrue or arise on or after the Closing Date including, without limitation, employee liability and liability under any claimagreements assumed by Buyer at Closing. This Section 12.11.4 is not intended to modify, challengeand is subject to, 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, 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 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personhereby.

Indemnification Obligations. Following If any claim, action or proceeding is made or brought against Seller or Buyer and such party (the “Indemnitee ”), as a result of such claim, action or proceeding, is entitled to indemnification from the other party (“Indemnitor”) pursuant to the terms and conditions of this Agreement (an “Indemnified Claim ”), 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) or more, or if, in the Indemnitee’s reasonable judgment, such counsel faces a conflict, whether because of differing defenses available to Indemnitor and Indemnitee or any other reason, and, in each such case, Indemnitor shall pay the reasonable fees and disbursements of such attorneys. Notwithstanding anything contained in this Agreement to the contrary, (A) no Indemnitor shall have any liability for any consequential, indirect or punitive damages that are suffered by an Indemnitee, and (B) the Indemnitor shall not be required to indemnify the Indemnitee, and hold the Indemnitee harmless, in either case as aforesaid, to the extent 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 Approval Orderprior approval of the Indemnitor, which approval shall not be unreasonably withheld, conditioned or delayed by the Company Indemnitor. The provisions of this Section 9.23 shall survive the Closing and the other Debtors (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 expiration or earlier termination of the Commitment Parties except to the extent otherwise provided for in this Agreement) (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 thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following the entry of the EPCA Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and 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 (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 AgreementIndemnified Persons) 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 or the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, the 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, 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 Partyof this Agreement, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following (a) Partner shall, on the entry date of Closing, agree (and, upon delivery to Partnership of the Approval OrderConveyance and Assignment, shall be deemed to have agreed), subject to the Company limitations and procedures contained in this ARTICLE XII and in SECTION 17.1, following the other Debtors (the “Indemnifying Parties” Closing, to remain responsible for and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold Partnership, its affiliates 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, claimsobligations, actions, liabilities, damages, liabilities and costs or expenses, except any punitive or exemplary damages (including court costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreementattorney's fees) (collectively, “Losses”"PARTNERSHIP'S LOSSES"), (i) that resulting from any such Indemnified Person may incur misrepresentation or to which breach of any such Indemnified Person may become subject warranty, covenant or agreement of Partner contained in this Agreement or any certificate delivered by Partner at the Closing, (ii) arising out of and relating to the ownership or operation of the Properties before the Effective Date, or (iii) arising out of, related to or caused by, any personal injury (including death) on or in connection with this Agreementthe Properties prior to Closing. (b) Partnership shall, on the Plan and the transactions contemplated hereby and therebydate of Closing, including the Backstop Commitmentagree (and, the Rights Offering, the payment upon delivery to Partnership of the Commitment Premium or the Termination Fee or the use of the proceeds of the Rights OfferingConveyance and Assignment, or any claimshall be deemed to have agreed), 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, 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 the limitations and procedures contained in this ARTICLE XII and in SECTION 17.1, following the Closing, to preserve attorney client indemnify and work product privileges) legal hold Partner harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or other third-party expenses incurred in connection with investigatingexpenses, preparing to defend except any punitive or defendingexemplary damages (collectively, 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"PARTNER'S LOSSES"), irrespective (i) resulting from any misrepresentation or breach of whether any warranty, covenant or not the transactions contemplated by agreement of Partnership contained in this Agreement or any certificate delivered by Partnership at the Plan are consummated or whether or not this Agreement is terminated; 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 Commitment PartyClosing, or (bii) arising out of and relating to or caused by the ownership or operation of the Properties after the Effective Date including but not limited to all matters relating to the extent they are found by a finalenvironmental and physical condition of the Properties on the Closing Date, non-appealable judgment of a court of competent jurisdiction including all obligations to arise from plug, abandon and remediate the bad faith, willful misconduct or gross negligence of such Indemnified PersonProperties.

Indemnification Obligations. Following the entry a. Each of the Approval OrderSeller and Guarantor agrees to hold Administrative Agent, the Company Buyers and the other Debtors (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 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 liabilities, losses, claims, damages, liabilities and judgments, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to or arising out of this Agreement, any Transaction Request, any Program Agreement, any Underlying Repurchase Document, or any transaction contemplated hereby or thereby resulting from anything other than Taxes 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 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 Commitment Parties except 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 such Guarantor and are not limited to recoveries each Indemnified Party may have with respect to the extent otherwise provided Purchased Mortgage Loans. Each of Seller and Guarantor also agrees not to assert any claim against Administrative Agent or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for in this Agreement) (collectivelyspecial, “Losses”) that any such Indemnified Person may incur 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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium actual or the Termination Fee 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, the other Debtors, their respective equity holders, Affiliates, creditors or for any other Personreason, and reimburse each Indemnified Person Seller 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 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 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 Seller), 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personsole discretion.

Indemnification Obligations. Following Notwithstanding any other provision of this Agreement, each party (an "INDEMNIFYING PARTY") shall defend, indemnify, save and keep harmless the entry of the Approval Orderother Partners, the Company and the other Debtors (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 Partnership and their respective Representatives successors and controlling persons permitted assigns (eachcollectively, an “Indemnified Person”the "INDEMNIFIED PARTIES") 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) (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, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, 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, 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) 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 XI of the Contribution Agreement. In no event, however, shall any party be liable to indemnify the other parties with respect to any breach of which such other Partner(s) had actual knowledge prior to the extent they are found Closing. 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 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 jurisdiction, as applicable) and until such 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 arise from which a Partner shall otherwise be entitled to receive pursuant to Section 5.1(a) hereof, shall instead be retained by the bad faith, willful misconduct or gross negligence Partnership and credited to the discharge of such Indemnified Personobligations and accrued interest. Any amounts so retained shall be treated as distributed to such Partners and, first paid to the Partnership in the amount of the accrued interest and, second, with respect to the remainder thereof, contributed to the Partnership as an Additional Capital Contribution on behalf of the Partner owing such obligation.

Indemnification Obligations. Following the entry of the Approval Order, the The Company and the other Debtors (the “Indemnifying Parties” and each, 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 managers, directors 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 (including Taxes imposed by any Chilean Governmental Entity but excluding (i) Excluded Taxes and (ii) Taxes imposed by any non-Chilean Governmental Entity) arising out of a claim asserted by a third party, any Debtor or any other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) Person (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 thereby, including the Backstop Commitment, the Rights OfferingOfferings, the payment of the Commitment Premium or the Termination Fee Expense Reimbursement or the use of the proceeds of the Rights OfferingOfferings or the Backstop Commitments, or any breach by the Debtors of this Agreement, (including the use of proceeds thereof) 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, the 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, 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 thereto, to the extent caused by a Commitment Backstop Party Default by such Commitment Party, Backstop Party or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person. The Indemnifying Parties shall indemnify such Losses on an after Tax basis (taking into account any deductions, credits or other Tax benefits related to the relevant Loss).

Indemnification Obligations. Following the entry of the Approval Order, the (a) The Company and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”) shall, Ernst shall jointly and severally, severally indemnify 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 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) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject Adverse Consequences arising out of or resulting from any misrepresentation or breach of any representation, warranty, covenant or agreement made by the Company or Ernst in this Agreement or in any statement, certificate, instrument or other document or item furnished or delivered or to be furnished or delivered by the Company or Ernst to Buyer in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, 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 Agreement. Notwithstanding the Plan are consummated or whether or foregoing: (i) Buyer shall not be entitled to indemnification under this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses Section (a) as other than with respect to a Defaulting Commitment Partybreach of any covenant or agreement contained herein) unless the aggregate monetary amount of all Adverse Consequences for which Buyer would, its Related Parties in the absence of this sentence, be entitled to receive indemnification under this Section exceeds an amount equal to $10,000 (the “Threshold”), and then Buyer shall be entitled to indemnification for only such amounts that, in the aggregate, exceed the Threshold; and (ii) the aggregate indemnification obligations of the Company and Ernst collectively under this Article 7 (other than with respect to a breach of any covenant or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or agreement contained herein) shall not exceed $1,000,000. (b) Except as otherwise provided in Section 4.4, Buyer shall indemnify the Company and hold the Company harmless from and against any and all Adverse Consequences arising out of or resulting from 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 extent they are found Company or Ernst in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing: (i) the Company shall not be entitled to indemnification under this Section (other than with respect to a finalbreach of any covenant or agreement contained herein) unless the aggregate monetary amount of all Adverse Consequences for which the Company would, non-appealable judgment in the absence of this sentence, be entitled to receive indemnification under this Section exceeds the Threshold, and then the Company shall be entitled to indemnification for only such amounts that, in the aggregate, exceed the Threshold; and (ii) the aggregate indemnification obligations of Buyer under this Article 7 (other than with respect to a court breach of competent jurisdiction to arise from the bad faith, willful misconduct any covenant or gross negligence of such Indemnified Personagreement contained herein) shall not exceed $1,000,000.

Indemnification Obligations. Following the entry of the EBA Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Equity 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 Equity Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) (but not including any fees and expenses that would be reimbursable by the Debtors as Expense Reimbursement pursuant to Article III if the Interim Cap were disregarded) actually sustained, incurred or suffered by 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 Plan, the Rights Offering Procedures or the transactions contemplated hereby and thereby, including the Rights Offering Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee Offering 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, 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 (including attorneys’ fees and expenses) 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, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Equity Backstop Party, its Related Parties or any Indemnified Person related thereto, to the extent caused by a Commitment an Equity Backstop Party Default by such Commitment Party, Equity Backstop Party or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following Subject to the entry limitations set forth in this Article IX, from and after the date of the Approval Orderthis Agreement, the Company and the other Debtors Credit Parties (collectively, the “Indemnifying Parties” and 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) (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 Agreement and the transactions Transaction contemplated hereby and therebyhereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee 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, the other DebtorsCredit 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following the entry of the Approval OrderThe Issuer, the Company and the other Debtors Guarantors (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 Plan and the transactions contemplated hereby and thereby, including the New Notes Offering Backstop Commitment, the Rights New Notes Offering, the payment of the Commitment Premium or the Termination Fee 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, the other DebtorsGuarantors, 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, 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 to arise from the fraud, bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following the entry (a) In consideration of each Investor's execution and delivery of the Approval OrderTransaction Documents and acquiring the Securities hereunder and in addition to all of the Corporation's other obligations under the Transaction Documents, the Company and the other Debtors (the “Indemnifying Parties” and eachCorporation shall defend, an “Indemnifying Party”) shall, jointly and severallyprotect, indemnify and hold harmless each Commitment Party Investor and its Affiliatessuch Investor's stockholders, equity holderspartners, members, partnersofficers, general partnersdirectors, managers employees and its direct or indirect investors and their respective Representatives and controlling persons any of the foregoing Persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (each, an “Indemnified Person”) "INDEMNITEE" and collectively, the "INDEMNITEES"), as incurred, from and against any and all lossesactions, causes of action, suits, claims, damageslosses, costs, penalties, fees, liabilities and costs damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "INDEMNIFIED LIABILITIES"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Corporation in the Transaction Documents or any other than Taxes certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Commitment Parties except to Corporation contained in the extent otherwise provided Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for in this Agreementthese purposes a derivative action brought on behalf of the Corporation) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject and arising out of or in connection with this Agreementresulting from (i) the execution, delivery, performance or enforcement of the Plan and the transactions Transaction Documents or any other certificate, instrument or document contemplated hereby and or thereby, including the Backstop Commitment(ii) any transaction financed or to be financed in whole or in part, the Rights Offeringdirectly or indirectly, the payment of the Commitment Premium or the Termination Fee or the use of with the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any issuance of the foregoing, regardless Securities or (iii) the status of whether any Indemnified Person is a party thereto, whether such Investor or not such proceedings are brought by the 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 holder of the foregoing (including Securities as an investor in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not Corporation pursuant to the transactions contemplated by the Transaction Documents; provided that indemnification pursuant to this Agreement clause (iii) shall not be available to the extent arising primarily from such Investor's bad faith, breach of the Transaction Documents, fraud, gross negligence or willful misconduct. To the Plan are consummated or whether or not this Agreement is terminated; provided, extent that the foregoing indemnity will notundertaking by the Corporation may be unenforceable for any reason, as the Corporation shall make the maximum contribution to any the payment and satisfaction of each of the 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 Liabilities which is permissible under applicable law. (b) The obligations of the Corporation under Section 6.2(a) are subject to the extent they following limitations: (i) except for the matters referred to in paragraphs (ii) and (iii), the obligations of the Corporation under Section 6.2(a) terminate on the date that is two years following the date of this Agreement, except with respect to bona fide claims by any Indemnitee set forth in written notices given by them to the Corporation prior to such date; (ii) the obligations of the Corporation in respect of any claim relating to tax matters, including any claim arising out of Section 3.16, terminate on the date that is 90 days after the relevant governmental authorities are found no longer entitled to assess or reassess liability for taxes (other than interest, penalties, fines, additions to tax or other additional amounts) against the Corporation, having regard to any waivers given by the Corporation in respect of any taxation year, except with respect to bona fide claims by any Indemnitee set forth in written notices given by them to the Corporation prior to such date; (iii) the obligations of the Corporation in respect of any claim relating to Section 3.1 (Incorporation and Organization) or Section 3.7 (Corporate Authorization), and any claim based upon fraud, survive indefinitely; and (iv) for greater certainty, if the Indemnitee has not given notice, in the manner and within the time periods specified in this Section 6.2(b), to the Indemnifying Party of an alleged Loss arising from any Claim relating to a finalbreach of any representation or warranty or of any covenant or other obligation contained in any of the Transaction Documents, non-appealable judgment of a court of competent jurisdiction the Indemnifying Party will have no financial obligation to arise from the bad faith, willful misconduct or gross negligence Indemnitee in respect of such Indemnified Personbreach. (c) No Claims may be asserted by any Indemnitee under this Article 6 unless and until the aggregate amount of any Losses of the Indemnitees in respect of any and all Claims asserted pursuant to this Article 6 collectively exceeds one hundred thousand dollars ($100,000) in which event the amount of all such Loss including such one hundred thousand dollar ($100,000) amount may be asserted. Notwithstanding the foregoing, the threshold for any Claims asserted based on a breach of any representation and warranty contained in Section 3.16 hereof shall be five hundred thousand dollars ($500,000). Notwithstanding any other provision of this Agreement, no Claims may be asserted by any Indemnitee hereunder and in no event shall the Indemnifying Party be required to indemnify the Indemnitees, collectively, for Losses in an aggregate amount greater than the purchase price for the Warrants.

Indemnification Obligations. Following IXC and PSINet (hereinafter where either has undertaken the entry of action or inaction to be indemnified against shall be known as the Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and each, an “"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) (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 Plan and the transactions contemplated hereby and therebyHOWEVER, including the Backstop CommitmentIN 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 Commitment Premium or the Termination Fee 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, 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, 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 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. Following the entry of the Approval OrderClosing, the Company and the other Debtors its direct and indirect Subsidiaries (the “Indemnifying Parties” and 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) (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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee 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, the other Debtors, 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, 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 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. Following (a) Subject to the entry other provisions of this Article X, from and after the Approval OrderClosing, the Seller shall indemnify the Purchaser and each of its Affiliates (which, following the Closing, shall include the Company and the other Debtors (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 for any Losses by such Purchaser Indemnified Party as a result of (i) any breach of any representation and against any and all losses, claims, damages, liabilities and costs and expenses warranty by Seller or Parent Company contained in this Agreement (other than Taxes or inaccuracy of the Commitment Seller Closing Certificate with respect to any such representation and warranty); (ii) any breach of any covenant or agreement of the Seller or Parent Company contained in this Agreement (or inaccuracy of the Seller Closing Certificate with respect to any such covenant or agreement); or (iii) any Excluded Liabilities; provided, however, that the Purchaser Indemnified Parties except shall not be entitled to indemnification under this Section 10.2(a) with respect to any Losses relating to Taxes to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such the Purchaser Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, Parties have received indemnification from the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium Seller or the Termination Fee or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating Parent Company for such Losses pursuant 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, 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, 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 Section 7.2. (b) Subject to the extent they are found other provisions of this Article X, from and after the Closing, the Purchaser shall indemnify the Seller and each of its Affiliates and its and their respective directors, officers, employees, stockholders, partners, members, managers, agents and representatives (each, a “Seller Indemnified Party”) for any Losses actually incurred by such Seller Indemnified Party as a final, non-appealable judgment result of: (i) the breach of a court any representation and warranty of competent jurisdiction the Purchaser contained in this Agreement (or inaccuracy of the Purchaser Closing Certificate with respect to arise from any such representation and warranty); or (ii) any breach of any covenant or agreement of the bad faith, willful misconduct Purchaser contained in this Agreement (or gross negligence inaccuracy of the Purchaser Closing Certificate with respect to any such Indemnified Personcovenant or agreement).

Indemnification Obligations. Following ATC and IXC (hereinafter where either has undertaken the entry of action or inaction to be indemnified against shall be known as the Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and each, an “"Indemnifying Party”") shallagree to assume all liability for and indemnify, jointly and severallydefend, indemnify release, 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) (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 xxxt results from the transmission of material over the ATC or IXC network by the Indemnifying Party, authorized representatives of the Indemnifying Party or other Persons not associated with, or related to, either ATC or IXC; 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 ATC, if IXC is the Indemnifying Party, or IXC, if ATC is the Indemnifying Party); or (iii) claims for patent infringement arising out of the use of the ATC or IXC 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 ATC or IXC network with the facilities of the Indemnifying Party or others, or using the ATC or IXC 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 (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 Plan IXC will defend, indemnify and the transactions contemplated hereby hold ATC harmless from and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee or the use of the proceeds of the Rights Offering, or 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, 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 threat of claim by an ATC Customer or an ATC Reseller which is based on any warranty, promise or representation made by ATC as part of the foregoing (including a service agreement and for which IXC is responsible in connection accordance with the enforcement terms of the indemnification obligations set forth herein)this Agreement. Similarly, irrespective ATC will defend, indemnify and hold IXC 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, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as ATC to a Defaulting Commitment PartyThird Party for which IXC 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 INCIDENTAL, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonEXEMPLARY OR PUNITIVE DAMAGES AND THE FOREGOING INDEMNITIES SHALL NOT APPLY WITH RESPECT TO SUCH DAMAGES.

Indemnification Obligations. Following the entry of the BCA Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and each, 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 Taxes) in respect of the Commitment Parties except to the extent otherwise provided for in this Agreement) any third party claim or any claim asserted by any Debtor (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 thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee Backstop Premiums or the use of the proceeds of the Rights Offering, or any claimbreach by the Debtors of this Agreement, challenge, litigation, investigation or proceeding any claim or 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, the 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 out-of-pocket expenses (excluding any VAT such Indemnified Person (or a member of the Indemnified Person’s group for VAT purposes) may recover (whether by credit, repayment or otherwise) comprised in such 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following the entry Salant agrees that it shall fuxxx xxdemnify (i) Magten, (ii) each and every other person by reason of the Approval Orderfact that such person is or was a director, officer, employee, agent, shareholder, professional (including, without limitation, Hebb & Gitlin and Allen & Compxxx) or xxxxx authxxxxxd representative of Magten, (iii) Apollo, and (iv) each and every other person by reason of the fact that such person is or was a director, officer, employee, agent, partner, professional or other authorized representative of Apollo (all of the foregoing persons and the entities in (i) through (iv) above, the Company and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”"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 Salant or any successor with rxxxxxx to asserted violations of the Commitment Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that Letter Agreement or any other agreement with Salant entered into by such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or Inxxxxxxee in connection with this Agreementthe Restructuring) arising during the course of, or otherwise in connection with or in any way related to, the Plan negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the Restructuring, including the Exchange Offer and the transactions contemplated hereby and thereby; provided, including the Backstop Commitmenthowever, the Rights Offering, the payment of the 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 that this indemnity shall not extend to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether claims asserted by Magten or not such proceedings are brought by the Company, the other Debtors, their respective equity holders, Affiliates, creditors or Apollo against any other PersonIndemnitee, 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 investigatingprovided, 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; providedfurther, 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 Salant, the Indemnitee shall pxxxxxxy notify Salant in writing, and Salant xxxxx assume the defensx xxxxeof, 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 and until (a) as Salant 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 fxxx xxd expenses of such Commitment Partycounsel, or (b) Salant shall have failed prompxxx xx assume the defense of such claim, action or proceeding and employ counsel reasonably satisfactory to the extent they are found by 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 Salant, and the Indemnitee belxxxxx, in the exercise of its business judgment and in the opinion of its outside legal counsel, reasonably satisfactory to Salant, that the joint represexxxxxxn of Salant and the Indemnitee will xxxxxy result in a finalconflict of interest (in which case, non-appealable judgment if the Indemnitee notifies Salant in writing that it elecxx xx employ separate counsel at the expense of a court of competent jurisdiction to arise from Salant, Salant shall not have xxx xxghx xx xssume the bad faith, willful misconduct or gross negligence defense of such Indemnified Personaction or proceeding on behalf of the Indemnitee). In addition, Salant shall not effect any sexxxxxxnt or release from liability in connection with any matter for which the Indemnitee would have the right to indemnification from Salant, unless such settlement xxxxxins a full and unconditional release of the Indemnitee, or a release of the Indemnitee reasonably satisfactory in form and substance to the Indemnitee. Notwithstanding anything contained herein to the contrary, the provisions of this Section 8 shall not be deemed to limit any other indemnification obligation of Salant in effect to any Indemnxxxx xhether by agreement or in accordance with Salant's bylaws.

Indemnification Obligations. Following With respect to any obligation of Parent or any of its Subsidiaries (each, a “Parent Company” and collectively, the entry “Parent Companies”) to indemnify, defend and/or hold harmless, or advance expenses to, any of the Approval OrderBoard Designees for any Adverse Consequences arising out of or with respect to current, future or prior service on the Company and the other Debtors Board of Directors (the “Indemnifying Parties” and 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) (collectively, “Losses”) that any such Indemnified Person may incur payments actually made by such 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 Plan and the transactions contemplated hereby and thereby“Fund” shall mean any investment fund formed or managed by Kohlberg & Company, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee 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, the other Debtors, 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personother Parent Company.

Indemnification Obligations. Following the entry The Company agrees that it shall fully indemnify (i) each Noteholder, (ii) LCPI, (iii) SS/L, (iv) Apollo, (v) Blackstone and (vi) Oppenheimer and each and every other person by reason of the Approval Orderfact that xxxx xxxxxx is or was a director, the Company and the other Debtors (the “Indemnifying Parties” and eachofficer, an “Indemnifying Party”) shallemployee, jointly and severallyagent, indemnify and hold harmless each Commitment Party and its Affiliatesshareholder, equity holderscounsel, 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) (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 thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, 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 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 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, that the foregoing this indemnity will not, as shall not extend to any Indemnified Personclaims 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 shall not apply to Losses (a) any 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 to arise jurisdiction. If any claim, action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from the bad faithCompany, willful misconduct 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 claim, action or gross negligence proceeding and to participate in the defense thereof, but the fees and expenses of such Indemnified Personcounsel 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 (b) the Company shall have failed promptly to assume the defense of such claim, 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 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 Company, unless such settlement contains a full and unconditional release of the Indemnitee, or a release of the Indemnitee satisfactory in form and substance to the Indemnitee.

Indemnification Obligations. Following the entry of the Approval Backstop Order, the Company and the other Debtors (the “Indemnifying Parties” and 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 any Taxes) arising out of the Commitment Parties except to the extent otherwise provided for in this Agreement) 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 thereby, including the Rights Offering Backstop Commitment, the Direct Allocation Amount, the Rights OfferingOffering or the Direct Allocation, the payment of the Commitment Backstop Premium or the Termination Fee 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, 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, 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 to arise from the fraud, bad faith, faith or willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following the entry Provided that a notice of the Approval Orderclaim is delivered in accordance with Section 9.3(a), the Company Seller and the other Debtors (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 judgments, debts, settlements, assessments, deficiencies, Taxes, penalties, fines or expenses, whether or not arising out of any claims by or on behalf of a third party, including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses (other than Taxes and all reasonable amounts paid in investigation, defense or settlement of any of the Commitment Parties except to the extent otherwise provided for in this Agreement) 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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee 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, part of Seller or any of the other Debtors, their respective equity holders, Affiliates, creditors 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.Purchase Price; or

Indemnification Obligations. Following the entry of the Approval Order(a) LILLY’S OBLIGATION. Lilly will defend, the Company and the other Debtors (the “Indemnifying Parties” and eachindemnify, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Prosidion, Prosidion’s Affiliates, equity holdersand the respective directors, membersofficers, partnersshareholders, general partnersemployees, managers and its agents of Prosidion and their respective Representatives and controlling persons Prosidion’s Affiliates (each“Prosidion Indemnitees”), an “Indemnified Person”) from and against any and all losses, claimsliabilities, damages, liabilities losses, penalties, fines, costs, interest, and costs expenses, including, without limitation, reasonable attorneys’ fees, (“Damages”) arising from or occurring as a result of a Third Party’s claim, action, suit, judgment, or settlement against a Prosidion Indemnitee that is due to or based upon: (i) any breach by Lilly of an obligation, agreement, condition, covenant, representation, or warranty of Lilly under this Agreement; or (ii) any negligent or more culpable act or omission of Lilly or a Lilly Affiliate, Sublicensee, or contractor or their respective directors, officers, shareholders, employees, and expenses agents related to this Agreement; or (iii) any product liability or other than Taxes Third Party claim in connection with any claims, suits, or liabilities, arising out of the Commitment Parties except Manufacture, promotion, import/export, sale of Product(s) for or on behalf of Lilly or use by any person of such Product(s) ((i), (ii) and (iii) each, a “Prosidion Third Party Claim”), provided, however, that Lilly will not be obligated to indemnify or hold harmless Prosidion Indemnitees from Damages from a Prosidion Third Party Claim to the extent otherwise provided for in that such Damages are finally determined to have resulted directly from the negligent (or more culpable) act or omission of a Prosidion Indemnitee or any breach by Prosidion of an obligation, agreement, condition, covenant, representation, or warranty of Prosidion under this Agreement) (collectively. Lilly shall not be obligated to indemnify or hold harmless any Prosidion Indemnitee for any Damages due to or based upon any product liability or other Third Party claim in connection with any claims, “Losses”) that any such Indemnified Person may incur suits, or to which any such Indemnified Person may become subject liabilities, arising out of the Manufacture, promotion, import/export, sale or use of Products or GK Products (as defined within the Tanabe Agreement) by or on behalf of Tanabe, other than in the event that Lilly acquires such rights with regard to the Tanabe Territory from Tanabe during the Term or in connection with this Agreement, the Plan event of a collaboration between Lilly and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding Tanabe relating to any research, development and/or commercialization of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the 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 privilegesProduct(s) legal or other third-party expenses incurred and/or GK Product(s) 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personwhich events Lilly shall remain liable.

Indemnification Obligations. Following Upon the execution of this Agreement and subject to entry of the BCA Approval Order, the Company and the other Debtors (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 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 AgreementParties) 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 thereby, including the Rights Offering Backstop Commitment, the Rights Offering, the payment of the 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, 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, 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 to arise from the fraud, bad faith, faith or willful misconduct or gross negligence of such Indemnified Person.

Indemnification Obligations. Following Notwithstanding any other provision of this Agreement, each party (an "Indemnifying Party") shall defend, indemnify, save and keep harmless the entry of the Approval Orderother Partners, the Company and the other Debtors (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 Partnership and their respective Representatives successors and controlling persons permitted assigns (eachcollectively, an “the "Indemnified Person”Parties") 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) (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, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, 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, 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) 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. 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 jurisdiction, as applicable) and until such 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 arise from which a Partner shall otherwise be entitled to receive pursuant to Section 5.1(a) hereof, shall instead be retained by the bad faith, willful misconduct or gross negligence Partnership and credited to the discharge of the obligation to make such Indemnified Personcapital contribution and to pay accrued but unpaid interest as provided in Section 3.1(c) hereof.

Indemnification Obligations. Following the entry Each of the Approval Order, the Company and FCI agrees, on a joint and several basis, that it shall fully indemnify (i) each Consenting Debentureholder and (ii) each and every other person by reason of the other Debtors fact that such person is or was a director, officer, employee, agent, shareholder, professional (including, without limitation, Hebb & Gitlin, Houlihan Lokex Xxwarx & Xxkix, xxx Xixxxxxx, Xxxxon & Xxxger) ox xxxxx xxxxxxxxed representative of the “Indemnifying Parties” and eachConsenting Debentureholder (all the foregoing persons, an “Indemnifying Party”together with the Consenting Debentureholders, 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 the Company or FCI or any successor with respect to asserted violations of the Commitment Parties except to the extent otherwise provided for in this Agreement) (collectivelyarising during 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 Prepackaged Plan and the transactions contemplated hereby and thereby; PROVIDED, including the Backstop CommitmentHOWEVER, the Rights Offering, the payment of the 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 that this indemnity shall not extend to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought claims asserted by the Company, the other Debtors, their respective equity holders, Affiliates, creditors or Consenting Debentureholder against any other PersonIndemnitee, 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 investigatingPROVIDED, 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; providedFURTHER, that the foregoing indemnity will not, as indemnification shall not apply to any Indemnified Personliabilities arising from the gross negligence or wilful 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 the Company or FCI, the Indemnitee shall promptly notify the Company or FCI in writing, and the Company or FCI 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 the Company or FCI 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 Company or FCI 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 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 or FCI, and the Indemnitee believes, in the exercise of its business judgment and in the opinion of its legal counsel, reasonably satisfactory to the Company or FCI, that the joint representation of the Company or FCI and the Indemnitee will likely result in a finalconflict of interest (in which case, non-appealable judgment if the Indemnitee notifies the Company or FCI in writing that it elects to employ separate counsel at the expense of a court the Company or FCI, the Company or FCI shall not have the right to assume the defense of competent jurisdiction such action or proceeding on behalf of the Indemnitee). In addition, the Company or FCI shall not effect any settlement or release from liability in connection with any matter for which the Indemnitee would have the right to arise indemnification from the bad faithCompany or FCI, willful misconduct unless such settlement contains a full and unconditional release of the Indemnitee, or gross negligence a release of such Indemnified Personthe Indemnitee reasonably satisfactory in form and substance to the Indemnitee.

Indemnification Obligations. Following (a) PURCHASER shall indemnify the entry of the Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party SELLER and its Affiliatesofficers, equity holdersdirectors, membersemployees, partners, general partners, managers agents and its and their respective Representatives and controlling persons AFFILIATES (each, an “Indemnified PersonINDEMNIFIED PARTY”) in respect of, and hold each harmless from and against against, any and all lossesLOSSES suffered, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur incurred or sustained by it or to which any such Indemnified Person may become subject it becomes subject, resulting from, arising out of or in connection with this Agreement, relating to (i) any misrepresentation or breach of representation or warranty on the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment part of the Commitment Premium PURCHASER contained in this AGREEMENT and (ii) any nonfulfillment of or failure to perform any covenant or agreement on the Termination Fee or the use part of the proceeds PURCHASER contained in this AGREEMENT. (b) SELLER shall indemnify the PURCHASER and its officers, directors, employees, agents and AFFILIATES (each, an “INDEMNIFIED PARTY”) in respect of, and hold each harmless from and against, any and all LOSSES suffered, incurred or sustained by it or to which it becomes subject, resulting from, arising out of or relating to (i) any misrepresentation or breach of representation or warranty on the part of the Rights Offering, SELLER or SELLER PRINCIPAL contained in this AGREEMENT and (ii) any claim, challenge, litigation, investigation nonfulfillment of or proceeding relating failure to perform any covenant or agreement on the part of the foregoingSELLER or SELLER PRINCIPAL contained in this AGREEMENT. In addition to this indemnity and any other remedies available to PURCHASER for a violation of either (i) or (ii) above, regardless PURCHASER shall be entitled to off-set (the “Off-Set”) any direct expenses incurred as a result of whether any Indemnified Person is a party theretosuch violation against any payment due to SELLER on the promissory note given under this Agreement (as shown in Exhibit A). The Off-Set shall be subject to the following conditions and procedures: (i) the right to off-set may only be determined upon the maturity date of the Promissory Note, whether or not such proceedings are brought (ii) the amount of the Off-Set must be either (x) agreed upon by the 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, 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 Partyparties, or (by) to the extent they are found determined in final (including all available appeals) by a final, non-appealable judgment of a court of competent jurisdiction hereunder, (iii) for purposes of this section, “direct expenses” shall include only those direct, actual, reasonable and out-of-pocket costs incurred by PURCHASER in good faith and paid to arise arms-length third parties as a result of such applicable violation, and further, PURCHASER shall, upon written request from SELLER, provide copies of all documentary or other applicable information necessary to support the amount and validity of the foregoing direct expenses, and provided, further, direct expenses shall not include consequential, indirect or punitive expenses, and (iv) the amount of the Off-Set, as finally determined hereunder, shall be deducted from the bad faithfinal payment under the Promissory Note on the maturity date. (c) For purposes of indemnification under this Article VII only, willful misconduct all qualifications as to materiality and/or MATERIAL ADVERSE EFFECT contained in any representation or gross negligence of such Indemnified Personwarranty shall be disregarded.

Indemnification Obligations. Following the entry of the Approval Order, the The Company and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”) shall, jointly and severally, shall indemnify and hold harmless each Commitment Party and Backstop Participant, 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 (including reasonable and documented legal and other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreementthird party expenses) (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 thereby, including the Backstop CommitmentCommitments, the Rights Offering, the payment of the Commitment Put Premium or the Termination Fee 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, the 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 the Fundamental Implementation Agreements, including this Agreement or the Plan Agreement, are consummated or whether or not this Agreement is terminated; provided, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, Backstop Participant and its Related Parties or any Indemnified Person related theretoParties, caused by a Commitment Party Backstop Participant Default by such Commitment PartyBackstop Participant, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the (i) bad faith, fraud, willful misconduct or gross negligence of such Indemnified Person, (ii) a material breach of the representations and warranties made by such Indemnified Person in this Agreement, which, for the avoidance of doubt, shall not survive the Closing Date, or (iii) a material breach by such Indemnified Person of its obligations under this Agreement, which breach would permit the Company to have terminated such agreement as to such Backstop Participant.

Indemnification Obligations. Following the entry Effective as of the Approval Orderdate hereof, the Company and the other Debtors Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop 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 Backstop Commitment Parties except to the extent otherwise provided for in this Agreement) (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 thereby, Agreement (including funding of the Backstop Commitment, the Rights Offering, the Commitment and payment of the Expense Reimbursement, the Backstop Commitment Premium or the Termination Fee or the use of the proceeds of the Rights Offering, New Money Securities) 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, the other DebtorsCompany 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, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to the extent they are found by a Defaulting Commitment final, non-appealable judgement of a court of competent jurisdiction to arise from the willful and material breach of this Agreement by such Indemnified 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 to arise from the willful misconduct, bad faith, willful misconduct faith or gross negligence of such Indemnified Person, or (c) any disputes solely among the Indemnified Parties and not arising out of or related to any act or omission of any of the Company Parties.

Indemnification Obligations. Following (a) The Seller shall indemnify (subject to the entry of limitations set forth in Section 7.3) the Approval Order, Buyer and the Company and the other Debtors (the “Indemnifying Parties” and eachin respect of, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold each of them 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 against, any and all lossesLosses suffered, claims, damages, liabilities and costs and expenses (other than Taxes incurred or sustained by any of the Commitment Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur them or to which any such Indemnified Person may become subject of them becomes subject, resulting from, arising out of or relating to (i) any misrepresentation or breach of representation and warranty on the part of the Company or the Seller contained in this Agreement, (ii) any nonfulfillment of or failure to perform any covenant or agreement on the part of the Company, the Seller, Azimuth or Anteon International contained in this Agreement, (iii) the complaint (the "MEINIG COMPLAINT") filed by Tina Meinig in the Superior Court of Calxxxxxxa, Marin County on Aprxx 0, 0000, arising out of the acquisition by the Company of the assets of Interactive Media Solutions, Inc., (iv) any claims, obligations or liabilities relating to the Government Business (whether or not arising out of or relating to facts or matters arising before or after the Closing), (v) any claims, obligations or liabilities relating to the Butler Property Divestiture or to the Butler Property (whether or nox xxxxing out of or relating to facts xx xxxters arising before or after the Closing), other than obligations or liabilities of the Company under the Butler Lease, (vi) any claims or suits made by Joseph Marino against xxx Xuyer, the Company or any of their Affiliaxxx xx xxxxxxtion with his past ownership of shares of common stock of the Company including, without limitation, any claims or suits pursuant to the exercise of his appraisal rights against the Company in connection with this Agreementsuch past ownership of shares in the Company and any other claims or suits a minority shareholder of a corporation may have under the Delaware General Corporation Law, (vii) any claims against, obligations or liabilities of the Company in connection with XML Solutions Corporation, (viii) any claims against, obligations or liabilities of the Company in connection with the grant received by Analysis & Technology, Inc. from the Department of Economic and Community Development of the State of Connecticut, (ix) the complaint filed by Gavin L. Robinson in the U.S. District Court, Eastern District of Vixxxxxx, Xxxxxxxxxa Division (the "ROBINSON COMPLAINT"), (x) any claims, obligations or liabilities relxxxxx xx Up, Inc. that would result in any representation and warranty contained in Article IV or Article VIII to be untrue, including, but not limited to, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment former ownership of the Commitment Premium or the Termination Fee or the use stock of the proceeds of the Rights OfferingUp, 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 Inc. by the Company, the sale or divestiture of Up, Inc. to the Seller or one of its Affiliates (other Debtors, their respective equity holders, Affiliates, creditors than the Company) or any other Personof the assets and liabilities of Up, Inc. and (xi) any obligations relating to the mortgages described on SECTION 4.12(f) OF THE DISCLOSURE SCHEDULE. (b) The Buyer shall indemnify the Seller in respect of, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client hold the Seller harmless from 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 toagainst, any lawsuitand all Losses suffered, investigationincurred or sustained by the Seller or to which the Seller becomes subject, claim resulting from, arising out of or other proceeding relating to any misrepresentation, breach of representation or warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the foregoing (including Buyer contained 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, 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonAgreement.

Indemnification Obligations. Following Notwithstanding anything to the entry contrary herein, subject to the occurrence of the Approval OrderEffective Date, the Company and obligations of the other Debtors (as of the “Indemnifying Parties” and eachCommencement Date to indemnify, an “Indemnifying Party”) shalldefend, jointly and severallyreimburse, indemnify and hold harmless each Commitment Party and its Affiliatesor limit the liability of directors or officers of the Debtors, equity holdersserving in such capacities on or after the Commencement Date, 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 or causes of action as provided in the Debtors’ certificates of incorporation, claimsbylaws, damagesother organizational documents, liabilities and costs and expenses (other than Taxes or applicable law, shall survive confirmation of the Commitment Parties except to the extent otherwise provided for in this Agreement) (collectivelyPlan, “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 remain unaffected thereby and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, 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)be discharged, irrespective of whether such indemnification, defense, reimbursement, or not limitation is owed in connection with an event occurring before or after the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminatedCommencement Date; provided, however, that the foregoing indemnity will notobligations of the Debtors to indemnify, defend, reimburse or limit the liability of any claim or cause of action that is a State Law Avoidance Claim or that is being transferred to the Creditor Trust (or that may be asserted by any Person as a result of a cause of action being transferred to any Indemnified Personthe Litigation Trust other than by the defendants thereto) shall not continue and shall terminate and be discharged on confirmation of the Plan; provided, apply to Losses (a) as to a Defaulting Commitment Partyfurther, its Related Parties that nothing in the Plan or any Indemnified Person related theretoConfirmation Order shall be deemed, caused by a Commitment Party Default by such Commitment Partyasserted, or construed by any Person as limiting or impairing in any way the rights of any director or officer of the Debtors under any insurance policy or to defend against such director or officer’s liability by virtue of applicable law or the Debtors’ corporate charters, bylaws, operating agreements, or other governing documents (bincluding resolutions or similar authorizations) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personexecutory in nature.

Indemnification Obligations. Following (a) Seller shall, on the entry date of Closing, agree (and, upon delivery to Buyer of the Approval OrderConveyance, shall be deemed to have agreed), subject to the Company limitations and procedures contained in this Article X and in Section 14.1, following the other Debtors (the “Indemnifying Parties” and eachClosing, an “Indemnifying Party”) shall, jointly and severally, 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) (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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, 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 any certificate delivered by Seller at the Plan are consummated or whether or not this Agreement is terminated; 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 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 finalBuyer at the Closing, non-appealable judgment or (b) arising out of a court or relating to the ownership or operation of competent jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonProperties 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. Following Notwithstanding any other provision of this Agreement, each party (an "Indemnifying Party") shall defend, indemnify, save and keep harmless the entry of the Approval Orderother Partners, the Company and the other Debtors (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 Partnership and their respective Representatives successors and controlling persons permitted assigns (eachcollectively, an “the "Indemnified Person”Parties") 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) (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, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, 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, 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) 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 XI of the Contribution Agreement. In no event, however, shall any party be liable to indemnify the other parties with respect to any breach of which such other Partner(s) had actual knowledge prior to the extent they are found Closing. 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 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 jurisdiction, as applicable) and until such 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 arise from which a Partner shall otherwise be entitled to receive pursuant to Section 5.1(a) hereof, shall instead be retained by the bad faith, willful misconduct or gross negligence Partnership and credited to the discharge of the obligation to make such Indemnified Personcapital contribution and to pay accrued but unpaid interest as provided in Section 3.1(c) hereof.

Indemnification Obligations. Following the entry a. Each of the Approval Order, the Company Seller and the other Debtors (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 (including, without limitation, out-of-pocket reasonable fees and expenses of counsel incurred) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to or arising out of this Agreement, any Transaction Request, Purchase Confirmation, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than Taxes 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 Commitment Parties except 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 the Guarantor and are not limited to recoveries each Indemnified Party may have with respect to the extent otherwise provided Purchased Mortgage Loans. Each party hereto also agrees not to assert any claim against any other party hereto or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for in this Agreement) (collectivelyspecial, “Losses”) that any such Indemnified Person may incur 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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium actual or the Termination Fee 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, 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; providedthereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, that the foregoing indemnity will notWITHOUT LIMITATION, as to any Indemnified Person, apply to Losses TO THE NEGLIGENCE (aBUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) 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 to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonOF THE INDEMNIFIED PARTIES.

Indemnification Obligations. Following the entry The Company agrees that it shall fully indemnify (i) each Noteholder, (ii) LCPI, (iii) SS/L, (iv) Apollo, (v) Blackstone and (vi) Oppenheimer and each and every other person by reason of the Approval Orderfact txxx xxxx xxrson is or was a director, the Company and the other Debtors (the “Indemnifying Parties” and eachofficer, an “Indemnifying Party”) shallemployee, jointly and severallyagent, indemnify and hold harmless each Commitment Party and its Affiliatesshareholder, equity holderscounsel, 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) (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 thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, 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 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 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, that the foregoing this indemnity will not, as shall not extend to any Indemnified Personclaims 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 shall not apply to Losses (a) any 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 to arise jurisdiction. If any claim, action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from the bad faithCompany, willful misconduct 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 claim, action or gross negligence proceeding and to participate in the defense thereof, but the fees and expenses of such Indemnified Personcounsel 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 (b) the Company shall have failed promptly to assume the defense of such claim, 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 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 Company, unless such settlement contains a full and unconditional release of the Indemnitee, or a release of the Indemnitee satisfactory in form and substance to the Indemnitee.

Indemnification Obligations. Following the entry Xxxxxx agrees that it shall fully indemnify (i) Magten, (ii) each and every other person by reason of the Approval Orderfact that such person is or was a director, officer, employee, agent, shareholder, professional (including, without limitation, Xxxx & Xxxxxx and Xxxxx & Company) or other authorized representative of Magten, (iii) Apollo, and (iv) each and every other person by reason of the fact that such person is or was a director, officer, employee, agent, partner, professional or other authorized representative of Apollo (all of the foregoing persons and the entities in (i) through (iv) above, the Company and the other Debtors (the “Indemnifying Parties” and each, an “Indemnifying Party”"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 Xxxxxx or any successor with respect to asserted violations of the Commitment Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that Letter Agreement or any other agreement with Xxxxxx entered into by such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or Indemnitee in connection with this Agreementthe Restructuring) arising during the course of, or otherwise in connection with or in any way related to, the Plan negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the Restructuring, including the Exchange Offer and the transactions contemplated hereby and thereby; provided, including the Backstop Commitmenthowever, the Rights Offering, the payment of the 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 that this indemnity shall not extend to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether claims asserted by Magten or not such proceedings are brought by the Company, the other Debtors, their respective equity holders, Affiliates, creditors or Apollo against any other PersonIndemnitee, 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 investigatingprovided, 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; providedfurther, 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 Xxxxxx, the Indemnitee shall promptly notify Xxxxxx in writing, and Xxxxxx 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 and until (a) as Xxxxxx 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) Xxxxxx 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 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 Xxxxxx, and the Indemnitee believes, in the exercise of its business judgment and in the opinion of its outside legal counsel, reasonably satisfactory to Xxxxxx, that the joint representation of Xxxxxx and the Indemnitee will likely result in a finalconflict of interest (in which case, non-appealable judgment if the Indemnitee notifies Xxxxxx in writing that it elects to employ separate counsel at the expense of a court of competent jurisdiction Xxxxxx, Xxxxxx shall not have the right to arise from assume the bad faith, willful misconduct or gross negligence defense of such Indemnified Personaction or proceeding on behalf of the Indemnitee). In addition, Xxxxxx 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 Xxxxxx, 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. Notwithstanding anything contained herein to the contrary, the provisions of this Section 8 shall not be deemed to limit any other indemnification obligation of Xxxxxx in effect to any Indemnitee whether by agreement or in accordance with Xxxxxx'x bylaws.

Indemnification Obligations. (a) Following the entry of the Approval OrderClosing, the Company and the other Debtors its direct and indirect Subsidiaries (the “Indemnifying Parties” and 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) (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 Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium or the Termination Fee 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 or the Rights Offering Agreement and/or (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, agreements or obligations contained in this Agreement or in any of the other Definitive Documents or the Rights Offering Agreement. (b) Following the date hereof, the other DebtorsIndemnifying Parties shall, their respective equity holdersjointly and severally, Affiliates, creditors or any other Person, indemnify and reimburse hold harmless each Indemnified Person upon demand for reasonable documented (with from and against any and all Losses that any such documentation Indemnified Person may incur or to which any such Indemnified Person or its assets or properties may become subject to redaction to preserve attorney client and work product privileges) legal based upon, arising out of or other third-party expenses incurred in connection with investigatingany direct or indirect Action by stockholders or creditors of the Company (including, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect tofor the avoidance of doubt, any lawsuitderivative action) arising out of, investigation, claim or other proceeding relating to any of the foregoing (including or in connection with the enforcement any of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this the Term Sheet, the Definitive Documents, the May 2019 ECA, the August 2019 ECA or the Rights Offering Agreement or any investigation or other action by any Governmental Entity arising out of, relating to or in connection with any of the Plan are consummated transactions contemplated by the Term Sheet, the Definitive Documents, the May 2019 ECA, the August 2019 ECA or whether or not the Rights Offering Agreement. (c) For the avoidance of doubt, (x) the amount of any Losses subject to indemnification pursuant to this Agreement is terminated; provided, 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 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 actually 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. Following the entry Notwithstanding any other provision of the Approval Orderthis Agreement, the Company and the other Debtors 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) (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, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the 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, 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, 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) 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 XI of the Contribution Agreement. In no event, however, shall any party be liable to indemnify the other parties with respect to any breach of which such other Partner(s) had actual knowledge prior to the extent they are found Closing. 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 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 jurisdiction, as applicable) and until such 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 arise from which a Partner shall otherwise be entitled to receive pursuant to Section 5.1(a) hereof, shall instead be retained by the bad faith, willful misconduct or gross negligence Partnership and credited to the discharge of the obligation to make such Indemnified Personcapital contribution and to pay accrued but unpaid interest as provided in Section 3.1(c) hereof.

Indemnification Obligations. Following the entry of the Approval Order, the Company Company, the Reorganized Debtors and the other Debtors (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 Plan and the obligations and transactions contemplated hereby hereunder and therebythereunder, including the Backstop Commitment, the Rights OfferingCommitments, the payment of the Commitment Premium or the Termination Fee 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, the 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, 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 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. Following the entry (i) Seller and each of the Approval OrderShareholders hereby severally, but not jointly, agrees to indemnify, defend and hold Buyer, the Company and the other Debtors (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 officers, directors and controlling persons (eachother Affiliates harmless for, an “Indemnified Person”) from and against and to reimburse such Persons with respect to 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) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject Damages arising out of or relating to one or more of the following: (A) any misrepresentation or breach of a representation or warranty of Seller or any Shareholder contained in this Agreement or the Seller Ancillary Documents or in any exhibit or schedule hereto, or in any other statement, certificate or document furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions contemplated hereby; (B) any breach of any covenant or obligation of the Company required to be performed on or prior to the Closing Date, or of any Shareholder contained in this Agreement or Seller Ancillary Documents, whether requiring performance before or after the Closing Date; (C) any fraud, willful misconduct or bad faith of Seller or any Shareholder in connection with this Agreement or Seller Ancillary Documents; and (D) any liability of Seller, the Shareholders, the Company or Kingstone Semiconductor for Hong Kong or PRC Taxes resulting from the sale by Seller to Buyer of the Seller Stock, including any such Taxes payable according to the Transfer Tax Notice. (E) notwithstanding the disclosure by Seller of facts related thereto on the Disclosure Schedule, any liabilities, Taxes or other Damages, in each case resulting from the inconsistencies and improper filing of the Forms 8832 with the United States Internal Revenue Department by Seller and the Company in November 2010 to elect entity classification. (ii) Buyer hereby agrees to indemnify, defend and hold Seller and each Shareholder harmless for, from and against and to reimburse each Shareholder, Seller and Seller’s officers, directors and other Affiliates with respect to any one or more of the following: (A) any and all Damages arising out of or resulting from a misrepresentation or breach of warranty of Buyer contained in this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the payment of the Commitment Premium in any Buyer Ancillary Document 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, the other Debtors, their respective equity holders, Affiliates, creditors or in any other Personstatement, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject certificate or document furnished or to redaction be furnished by Buyer to preserve attorney client and work product privileges) legal the Shareholders pursuant hereto 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 hereby; (B) any and all Damages arising out of or resulting from any breach of any covenant or obligation of Buyer contained in this Agreement or in any Buyer Ancillary Document, whether requiring performance before or after the Closing Date; and (C) any fraud, willful misconduct or bad faith of Buyer in connection with this Agreement or the Plan are consummated or whether or not this Agreement is terminated; 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 Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonBuyer Ancillary Documents.

Indemnification Obligations. Following the entry of the BCA Approval Order, the Company and the other Debtors (the “Indemnifying Parties” and 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) (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 thereby, including the Backstop CommitmentCommitments, the Rights Offering, the payment of the Commitment Put Option Premium or the Termination Fee (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, 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 Approved Plan are consummated or whether or not this Agreement is terminated; 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 Commitment Party, Party or (b) to the extent they are found by a final, non-appealable judgment of a court of competent 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.