Common use of Indemnity by Seller Clause in Contracts

Indemnity by Seller. Following the Closing, Seller shall, jointly and severally, be liable for, and shall indemnify, defend and hold harmless Buyer, OLLC and each of their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against: (a) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (c) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation to the Vessel for periods prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter).

Indemnity by Seller. Following the Closing, Seller shall, jointly and severally, be liable for, and shall indemnify, defend and hold harmless Buyer, OLLC Buyer and each of their respective its officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against: (a) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (c) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation to the Vessel for periods prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Tundra Corp or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or; (f) any Losses, suffered or incurred by such Buyer Indemnitee by reason of the Acceptance Minimum Requirements (as such term is defined in the Charter) not being satisfied; (g) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs associated with the Performance Tests (as such term is defined in the Charter); and (h) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Scheduled Delivery Date due to delays in the Mobilisation of the FSRU Project (as such terms are defined in the Charter)) and any delays in completing the process of outfitting the Vessel with all materials, personnel and equipment required to perform FSRU services as contemplated under the Charter.

Indemnity by Seller. Following Notwithstanding the ClosingClosing or the delivery of instruments of conveyance, and regardless of any liquidation (whether complete or partial), dissolution, merger or transfer of assets of Seller, Seller shall(herein called "Seller Indemnitor") indemnifies and agrees to defend against, jointly and severally, be liable for, and shall indemnify, defend and hold harmless Buyer, OLLC and each of their respective its officers, directors, employeesstockholders, agents agents, successors, and representatives assigns (herein "Buyer Indemnitee") from, and to reimburse Buyer Indemnitee for, any damage, loss, fees, liability, cost or expense (including, without limitation, the “Buyer Indemnitees”reasonable fees and expenses of counsel and others) from and against:resulting or arising from, or incurred in connection with or based upon (collectively "Losses"): (ai) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, The breach of any representation or warranty, warranty of the Seller Indemnitor which is contained in this Agreement (including the Schedules or a failure to perform Exhibits attached hereto) or observe fully any covenant, agreement or obligation of, Seller in or the Seller's Certificate required under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller(the "Ancillary Documents"); (bii) Except for any feesAssumed Obligations, expenses any claim by a third party arising from any alleged default, act or other payments incurred or owed breach by Seller to Indemnitor or its Affiliates of any brokersobligation, financial advisors contract or comparable other persons retained commitment, or employed by it in connection with the transaction contemplated by this Agreementresulting from any act or omission of Seller Indemnitor or its Affiliates; (ciii) Except for any Losses suffered Assumed Obligations, any Federal, state, local or incurred by such Buyer Indemnitee in connection with other tax or governmental imposition of any claim for the repayment nature arising out of hire any event or damages in relation to the Vessel for periods state of facts occurring or existing prior to the Closing, or any tax imposed upon or based upon receipt of the Purchase Price or the sale transaction contemplated hereby; (div) all federal, state, foreign and local income tax Any liabilities attributable of Seller or which may be assessed or asserted against the Seller Indemnitor or Buyer Indemnitee relating to Igloo Corp activities or the Vessel events occurring prior to the Closing Date; (e) Date and which are not enumerated as an Assumed Obligation; The amount of any Covered Environmental Losses, to the extent that Seller Losses for which indemnification is notified provided under this Section 7.1 for any particular matter shall be net of any amounts actually recovered by Buyer Indemnitee under insurance policies with respect to such matter. The amount of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Lossesindemnification provided under this Section 7.1, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays shall not, in the Mobilisation of aggregate, exceed the FSRU (as such terms are defined in the Charter)Purchase Price.

Indemnity by Seller. Following (a) Subject to the Closingterms and conditions of this Agreement, Seller shall, jointly and severally, be liable for, and shall hereby agrees to indemnify, defend and hold harmless Buyer and Buyer's directors, OLLC officers and each of their respective Affiliates (which includes the Company, and its officers, directors, employees, agents directors and representatives (Affiliates after the “Buyer Indemnitees”Closing) from against and against: (a) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation all Loss(es) incurred or warrantyreasonably determined in good faith by Buyer to be incurred by Buyer, or its directors, officers and affiliates, or asserted against them to the extent that such Loss(es) arises from (i) a Breach by Seller, or (ii) Seller's failure to perform pay any (or observe fully any covenant, agreement a portion) of the Assumed Liabilities; provided that Buyer delivers to Seller an Officer's Indemnification Certificate of Buyer asserting Buyer's claim for indemnification for such actual or obligation of, Seller in reasonably expected Loss(es) on or before the applicable deadline for asserting such claim for indemnification under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller;Section 8.3(c) below. (b) In the event of a pending or threatened action that includes asserted claims which, if assumed to be true, would entitle Buyer or any feesof its directors, expenses officers or other payments incurred Affiliates to indemnification under Section 8.3(a), Buyer shall give prompt written notice of such action or owed by actions to Seller, and Seller shall be entitled to control the defense and negotiation, if any, regarding settlement of such action or actions, at Seller's expense (including the cost of any brokerssuch settlement itself), financial advisors and Buyer shall cooperate with Seller, at Seller's expense, in the compromise or comparable other persons retained defense of any such action or employed by it actions, provided that, in connection with the transaction contemplated by this Agreement;such event, (i) neither Buyer nor any director, officer or Affiliate of Buyer shall agree to (c) any Losses suffered In order for Buyer, Buyer's directors, officers or incurred by such Buyer Indemnitee Affiliates to be indemnified in connection accordance with Section 8.3(a) above, any claim for the repayment indemnification made by Buyer or any of hire or damages Buyer's directors, officers and Affiliates under this Agreement must be set forth in relation an Officer's Indemnification Certificate of Buyer that is delivered to the Vessel for periods Seller, and if such Officer's Indemnification Certificate is delivered to Seller prior to the Closing;expiration of the Escrow Period, it must also be delivered to the Escrow Agent prior to the expiration of the Escrow Period. (The Parties agree that there is no limit on the dollar amount of indemnification to which Buyer may become entitled to pursuant to this Section 8.3.) No claim for indemnification (i) that is not an Extended Buyer Claim may be made, raised or asserted in any manner by Buyer or any director, officer or Affiliate of Buyer, or any of their permitted successors or assigns unless such claim for indemnification hereunder is set forth in an Officer's Indemnification Certificate of Buyer that is delivered to Seller and the Escrow Agent prior to the expiration of the Escrow Period, (ii) that is an Extended Buyer Claim (except as set forth in the following item (iii)) may be made, raised or asserted in any manner by Buyer or any director, officer or Affiliate of Buyer, or any of their permitted successors or assigns, unless such claim for indemnification hereunder is set forth in an Officer's Indemnification Certificate of Buyer that is delivered to Seller prior to the expiration of the applicable legal statute of limitations regarding such Extended Buyer Claim, except that (iii) to the extent that a claim for indemnification is an Extended Buyer Claim related to the Assumed Liabilities it may be brought at any time. (d) all federalExcept for any rights of specific performance under applicable law, statethe rights of indemnification afforded to Buyer and its directors, foreign officers and local income tax liabilities attributable Affiliates under the foregoing provisions of this Section 8.3 shall constitute the sole and exclusive right and remedy of Buyer and its directors, officers and Affiliates with respect to Igloo Corp (i) any Breach by Seller or the Vessel prior (ii) any claim, suit or action relating to the Closing Date;Assumed Liabilities or any portion thereof. (e) Notwithstanding anything herein to the contrary, neither Buyer nor any Covered Environmental Lossesof its directors, officers or Affiliates shall be entitled to any indemnification of any claim from Seller under this Agreement unless and until the aggregate amount of Loss(es) for which indemnification would otherwise be available from Seller under this Section 8.3 exceeds an aggregate of Three Hundred Thousand Dollars ($300,000) (the "Seller's Basket"), after which time Buyer and its directors, officers and Affiliates will be entitled, subject to the terms and conditions of this Section 8, to the extent recover any and all Loss with respect to which Buyer is entitled to indemnification pursuant to Section 8.3(a) above; provided, however, that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or except for claims for indemnification relating to Section 3.23 (f) any LossesEnvironment, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter).Health and

Indemnity by Seller. Following the Closing(a) Seller hereby agrees to indemnify and to hold Buyer harmless from and against any and all actual financial injuries, Seller shalllosses, jointly expenses, fees, penalties, demands, claims, actions, causes of action, judgments, assessments, damages, obligations, liabilities and severallyreasonable costs of every nature and description (collectively, be liable for"Losses"), and shall indemnifypay Buyer on demand the full amount of any such Losses relating to, defend arising out of, or resulting from (i) any inaccuracy in any representation, or the breach of any warranty, covenant or other agreement, made by Seller in connection with this Agreement or any other written agreement, document or certificate delivered in connection with the Closing; (ii) any failure by Seller duly to perform or observe any term, provision or covenant in this Agreement or any other written agreement, document or certificate delivered in connection herewith; (iii) any of Seller's obligations to its creditors for which Buyer may become responsible as a matter of law by reason of the parties' failure to comply with the provisions of any applicable bulk sales laws; (iv) any Excluded Liability; and hold harmless (v) any Interim Period Excluded Liability. By way of further clarification of the foregoing subsections (iii), (iv) and (v), this indemnification shall apply to all of Seller's liabilities or obligations arising or relating to the period prior to the Effective Date that are not expressly assumed by Buyer hereunder, whether or not known as of the Effective Date, whether or not asserted prior to the Effective Date, whether or not the circumstances giving rise to such indemnification continue following the Effective Date, and whether or not Buyer would become liable for any such matters by operation of law or otherwise. (i) Seller shall have no responsibility to Buyer with respect to any single claim for indemnification pursuant to this Section 8.1 unless and until the Losses in respect of such claim exceed Fifty Thousand Dollars ($50,000) (the "Indemnification Trigger Amount"); provided that, (A) for the purposes of calculating the Indemnification Trigger Amount, claims associated with related items shall be accumulated and treated as a single claim, (B) once the Losses in respect of such claim exceed the Indemnification Trigger Amount, Seller's indemnification obligations in respect of such claim shall apply to the entire amount of such Losses (all Losses incurred in respect of claims for which the Indemnification Trigger Amount is exceeded, including the first $50,000 of Losses as to each such claim, being the "Trigger Losses") and (C) in determining the amount of Losses in respect of any claim, the Materiality Threshold, if applicable to the underlying claim, shall not be applied, i.e., the Seller shall not under any circumstances be entitled to the benefits of both the Materiality Threshold and the Indemnification Trigger Amount; and (ii) Seller shall not be required to indemnify Buyer with respect to any Losses claimed for indemnification pursuant to this Section 8.1 unless and until the aggregate amount of all Trigger Losses exceeds One Hundred Thousand Dollars ($100,000) and then to the extent it exceeds $100,000 and then only to the extent of the Trigger Losses, at which xxxx Xxxxxx'x indemnification obligations shall apply to all claims for which Buyer is entitled to indemnification hereunder ^(but only if the Losses as to each claim exceed the Indemnification Trigger Amount); provided, however, that notwithstanding (i) or (ii) Seller shall be liable for all claims by Buyer, OLLC and each regardless of their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against: (a) any Losses, suffered or incurred by such Buyer Indemnitee by reason ofamount, arising out of any of the following (the "Indemnity Limitation Exclusions") (A) Fraud by Seller, or otherwise (B) a claim hereunder on account of (x) Transaction Expenses, (y) Seller Payments or (z) Interim Period Excluded Liabilities in the nature of Transaction Expenses or Seller Payments. (c) Notwithstanding anything contained herein or elsewhere to the contrary, the liability of the Seller pursuant to this Section 8.1 shall be limited to Five Hundred Thousand Dollars ($500,000) (the "Seller Indemnity Cap"); provided, however, that the Seller Indemnity Cap shall not apply to any Loss arising in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (c) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation to the Vessel for periods prior to the Closing;Indemnity Limitation Exclusions. (d) all federalIn order to fund the satisfaction by Seller of any indemnification claims for which it may become responsible hereunder, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior to ^ Buyer shall deposit (out of the Purchase Price) the sum of Five Hundred Thousand Dollars ($500,000) in escrow at the Closing Date;with Valley American Bank pursuant to an escrow agreement in the form attached hereto as Exhibit A. Such escrow amount shall be deposited in an interest bearing account with interest payable to Seller. (e) any Covered Environmental LossesBy their signatures to this Agreement, the Shareholders hereby agree, severally (and not jointly), to be responsible for, and to indemnify Buyer in respect of, any and all Losses incurred by the extent that Seller is notified by Buyer in respect of any such Covered Environmental Losses within five (5) years after Indemnity Limitation Exclusions. Pursuant thereto, the Closing Date; orliability of the Shareholders hereunder shall be shared among them pro rata to the percentages set forth on Schedule 8.1.(e). (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result Irrespective of any offhire time and repair costs commencing from other clause in this Agreement, the nominated Start Date due Buyer's sole recourse for a violation by Seller or Shareholders of any provision of this Agreement (except for any violation of Article X which shall not be so limited) shall be pursuant to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)this Paragraph 8.

Indemnity by Seller. Following Subject to the Closinglimitations in this Article X, Seller shall, jointly and severally, be liable for, and shall indemnify, defend indemnify and hold harmless BuyerBuyer and its current and former directors, OLLC and each of their respective officers, directors, employees, agents agents, representatives, Affiliates, successors and representatives assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) ), from and against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, reasonable costs and reasonable expenses (whether or not involving a third party claim), including, without limitation, reasonable attorneys’ fees, any and all reasonable expenses incurred in investigating, preparing or defending against any actions and/or suits (commenced or threatened), demands, assessments, judgments, or any claim whatsoever, and any and all amounts paid in settlement of any of the aforementioned (collectively, the “Buyer’s Damages”), asserted against: , resulting to, imposed upon, or incurred or suffered by any Buyer Indemnified Party, directly or indirectly, as a result of, in respect of, connected with, or arising from: (a) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise inaccuracy in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, warranty of Seller contained in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; Agreement; (b) any fees, expenses breach of any covenant or other payments incurred or owed agreement by Seller to contained in this Agreement or any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Ancillary Agreement; ; (c) any Losses suffered or incurred by such Buyer Indemnitee in connection noncompliance with any bulk sales or fraudulent transfer laws in respect of the transactions contemplated herein; (d) any Employee claim for described in Section 9.03 or any Seller Non-Transaction Related WARN Act Liabilities indemnified by Seller pursuant to Section 9.04(a); (e) any Excluded Liabilities; (f) any Taxes payable by Seller pursuant to Section 8.03(b); or (g) the repayment operation of hire or damages in relation to the Vessel for periods Purchased Business prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, except to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)an Assumed Liability.

Indemnity by Seller. Following (a) The Seller shall indemnify the ClosingAdministrative Agent, the Facility Agents, the Purchasers, the Support Providers and the XX Xxxxx and their respective assigns, officers, directors and employees (each, an “Indemnified Party”) against all liabilities, claims, damages, costs, expenses, or losses (“Losses”) associated with the Facility, excluding, however, (i) Losses to the extent resulting from the gross negligence or willful misconduct of the Indemnified Party or the Indemnified Party’s breach of contract under any Transaction Document or any document delivered pursuant to any of the Transaction Documents, (ii) recourse (except as provided in this Agreement) for uncollectable Receivables or (iii) Losses that are due to or relate to Taxes (which are addressed in Section 10.02). -110- Without limiting the foregoing, the Seller shallshall indemnify the Indemnified Parties for all Losses resulting from: (i) False or incorrect representations, jointly warranties or certifications of any Xxxxxxxx Party in any Transaction Document or any document delivered pursuant to any of the Transaction Documents; (ii) Failure by any Xxxxxxxx Party to comply with applicable law, rules or regulations related to the Receivables; (iii) Failure to vest in the Administrative Agent (for the benefit of the Purchasers and severallythe XX Xxxxx) a first priority perfected ownership or security interest in the Receivables, be liable forthe Related Security and the Collections, free and shall indemnifyclear of any Liens; (iv) Failure to file, defend and hold harmless Buyeror delay in filing, OLLC and each any financing statements or similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Receivables, the Related Security or the Collections; (v) Any dispute, claim or defense of an Obligor (other than discharge in bankruptcy) to the payment of any Receivable including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid or binding obligation of such Obligor, or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto, or any adjustment, cash discount, warranty, rebate, return of product or cancellation with respect to such Receivable; (vi) Failure by any Xxxxxxxx Party to perform any of their respective officersduties or other obligations or comply with any of their respective covenants under the Transaction Documents; (vii) Any products liability, directorspersonal injury or damage suit, employees, agents and representatives (the “Buyer Indemnitees”) from and against: (a) any Losses, suffered environmental or incurred other claim by such Buyer Indemnitee by reason of, an Obligor or other third party arising out of the goods or otherwise services which are the subject of any Receivable; (viii) Any third party investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, or the use of proceeds of Purchases under this Agreement or the draw under any Letter of Credit, or in respect of any inaccuracy in, breach Receivable; (ix) Commingling of Collections with any other funds of any representation Xxxxxxxx Party or warrantyany set-off against Collections by any credit card servicers; (x) Third party claims arising from the Seller’s, or a failure to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (c) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation to the Vessel for periods prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp Originator’s or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation Servicer’s administration of the FSRU (as such terms are defined in the Charter).Receivables;

Indemnity by Seller. Following the ClosingWithout limitation of any other provision of this Agreement or any other rights and remedies available to Buyer at law or in equity, Seller shallcovenants and agrees to protect, jointly and severally, be liable for, and shall indemnify, defend and hold harmless Buyer and its business and properties (including the Business, the Purchased Assets, and any other properties transferred to the Buyer hereunder) and Buyer’s affiliates, OLLC and each of their respective officers, directors, employees, agents representatives, successors and representatives (the “Buyer Indemnitees”) assigns from all liabilities, losses, claims, demands, damages, interest, penalties, fines, costs and against: (a) any Lossesexpenses, suffered whether or incurred by such Buyer Indemnitee by reason of, not arising out of third party claims (including without limitation, diminution in value and consequential damages, reasonable attorneys' and accountants' fees and expenses) (each a “Claim”) actually or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation allegedly arising out of, Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; or relating to (ci) any Losses suffered act or incurred by such Buyer Indemnitee in connection with omission, or any claim for the repayment of hire condition (including without limitation any environmental condition) occurring or damages in relation to the Vessel for periods prior to the Closing; (d) all federalexisting, stateor any contract performed, foreign and local income tax liabilities attributable to Igloo Corp on or the Vessel prior to the Closing Date; , in each case by or with respect to the Business or its operations or properties, and (eii) any Covered Environmental Lossesmisrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or from any misrepresentation in or omission from any certificate, schedule, statement document or instrument furnished to Buyer pursuant hereto or in connection with the negotiation, execution or performance of this Agreement, and (iii) any debts, obligations or liabilities (including contingent liabilities) incurred by Seller, excepting only those specific limited Assumed Liabilities assumed by Buyer in accordance with this Agreement; and (iv) any and all actions, suits, claims, proceedings investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including without limitation reasonable attorneys fees and expenses) incident to any of the foregoing or to the extent that Seller is notified by Buyer enforcement of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)this Section.

Indemnity by Seller. Following the Closing, 11.4.1 Seller shall, jointly and severally, be liable for, and shall indemnify, protect, defend and hold harmless Buyer, OLLC and each of their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) Purchaser from and against: against any and all actions, suits, claims, liabilities, damages, losses, costs and expenses, including attorneys' fees, resulting from (a) any Losses, suffered or incurred representations made by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or made in any document or under any document, instrument or agreement certificate delivered pursuant to this Agreement by Seller; which are inaccurate or misleading, (b) any fees, expenses breach of any of Seller's warranties made in this Agreement or other payments incurred any document or owed by Seller certificate delivered pursuant to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; , (c) any Losses suffered breach or incurred default in the performance or observance by Seller of any of the covenants or other obligations which Seller is to perform or observe under this Agreement, or (e) any obligations or liabilities related to or arising under any Contract (collectively, "Indemnified Matters"). Seller's obligation to indemnify Purchaser for the events described in (a) and (b) above shall be limited in duration, as set forth in Section 11.3 11.4.2 Should any claim be made by a person not a party to this Agreement with respect to any matter to which the indemnity set forth in this Section 11.4 relates, Purchaser shall promptly give Seller written notice of any such Buyer Indemnitee claim, and Seller shall thereafter defend or settle any such claim, at its sole expense, on its own behalf and with counsel of its selection; provided, however, that Seller's counsel shall be competent counsel experienced in the type of litigation or claim at issue and shall be acceptable to Purchaser, acting reasonably. Upon Seller's assumption of the defense of any claim against Purchaser pursuant to Seller's indemnity, Purchaser shall have the right to participate in the defense or settlement of the claim with counsel retained and paid by it, and Seller shall cause the attorneys retained by it to consult and cooperate fully with counsel for Purchaser. In such defense or settlement of any claims, Purchaser shall provide Seller with originals or copies of all relevant documents and provide its utmost cooperation with and assistance to Seller, at no expense to Purchaser. Notwithstanding any provision of this Section 11.4 to the contrary, Seller shall not enter into any settlement or agreement in connection with any claim for the repayment of hire Indemnified Matters binding upon or damages adversely affecting Purchaser, or admit any liability or fact in relation to the Vessel for periods controversy binding upon or adversely affecting Purchaser, without Purchaser's prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp written consent which such consent shall not be unreasonably withheld or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)delayed.

Indemnity by Seller. Following From and after the Closing, Seller shall, jointly and severally, be liable for, and shall indemnify, defend and hold harmless Buyer, OLLC Buyer and each of Province and their respective officers, directors, employees, shareholders, agents and representatives affiliates (collectively, the “Buyer Indemnitees”"Seller Indemnified Parties") from and against any and all Damages asserted against, resulting to, imposed upon, or incurred or suffered by any of them, directly or indirectly, as a result or arising out of the following: (ai) any Lossesinaccuracy in or breach or nonfulfillment of any of the representations, suffered warranties, covenants or incurred agreements made by such Buyer Indemnitee by reason ofSeller in this Agreement or the other agreements contemplated hereby; (ii) any liability of Seller or liability, including without limitation professional malpractice or general liability claims, arising out of the operation of the Business prior to the Closing which is imposed on Buyer or otherwise in respect of any inaccuracy inProvince, breach of any representation or warranty, or a failure except to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement delivered the extent such liability has been expressly assumed by Buyer pursuant to this Agreement by Selleror the Assignment and Undertaking Agreement; (biii) any feesviolation of or liability under Environmental Laws that is related to Seller's or, expenses to the extent heretofore assumed by Seller, any previous owner's or other payments incurred operator's management, use, control, ownership or owed by Seller operation of the Assets or the Business; and (iv) any liability arising from the design, operation, maintenance, or termination of any Employee Plan, including without intending any limitation, any liability relating to any brokers, financial advisors plan subject to Title IV of ERISA and any plan or comparable other persons retained program for retiree medical insurance or employed benefits maintained by it the Seller for the employees of the Hospital or in connection with the transaction contemplated Business regardless of the date of termination or retirement of such employee. To be entitled to such indemnification, a Seller Indemnified Party shall give Seller prompt written notice of any breach or the assertion by this Agreement; a third party of any claim with respect to which a Seller Indemnified Party may bring a claim for indemnification hereunder, and in all events must have supplied such notice to Seller within the applicable period for defense of such claims by Seller. Seller shall have the right, at its own expense, and at its option, to contest any such third party claim and such Seller Indemnified Party shall cooperate in good faith with Seller to permit Seller to do so. The Seller Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Seller if the Seller has assumed the defense of the action with counsel reasonably satisfactory to the Seller Indemnified Party; provided that the fees and expenses of such counsel shall be at the expense of the Seller if (ca) any Losses suffered the employment of such counsel has been specifically authorized in writing by the Seller or incurred (b) the Seller shall have been advised by such Buyer Indemnitee counsel that there are one or more legal defenses available to Seller in connection conflict with any claim for the repayment of hire or damages in relation legal defenses which may be available to the Vessel for periods prior to the Closing; Seller Indemnified Party (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter).which case the

Indemnity by Seller. Following Subject to the Closingprovision of Section 9.1(c), ------------------- Seller shalland each Principal, jointly and severally, be liable for, and shall indemnify, defend agrees to indemnify and hold harmless Buyer, OLLC Buyer and each of its successors and assigns and its and their respective officers, directors, controlling Persons, employees, agents attorneys, agents, Affiliates, partners and representatives stockholders, in each case past, present, or as they may exist at any time after the date of this Agreement (including the “Buyer, the "Buyer Indemnitees”") from against and against:in respect of any and all: ----------------- (a) any Lossesclaims, suffered or incurred by such Buyer Indemnitee by reason ofsuits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, damages, settlements, liabilities, losses, costs (including reasonable legal fees and other expenses) arising out of or otherwise in respect of based upon: (i) any inaccuracy in, breach of any representation or representation, warranty, covenant or a failure to perform agreement of Seller or observe fully any covenant, agreement or obligation of, Seller each Principal contained in or under this Agreement or in the Xxxx of Sale; or under (ii) all Retained Liabilities and any documentother obligation or liability of Seller of any nature, instrument accrued or agreement delivered pursuant contingent, not included as part of the Assumed Liabilities, including, but not limited to, any trade and lender payable obligations incurred prior to this Agreement by Seller;the Closing Date and not listed on Schedule 1.4. (b) any feesclaims, suits, actions and proceedings, including, but not limited to, medical malpractice or professional liability claims (formal and informal) of Persons not a party to this Agreement and related investigations, judgments, deficiencies, damages, settlements, liabilities, losses, costs and legal and other expenses arising from events occurring prior to the Closing Date relating to the Purchased Assets or the operation or conduct of the Business other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with than the transaction contemplated by this Agreement;Assumed Liabilities. (c) any Losses suffered or incurred by such Buyer Indemnitee in connection It is expressly agreed that Principals shall only be subject to this Article 9 with any claim for the repayment of hire or damages in relation respect to the Vessel for periods prior to the Closing; (d) all federalclaims, statesuits, foreign actions, proceedings, investigations, judgments, deficiencies, damages, settlements, liabilities, losses and local income tax liabilities attributable to Igloo Corp or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer costs arising out of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation breach of the FSRU (as such terms are defined representations or warranties set forth in the Charter)Article 2 and/or a breach of Article 8 of this Agreement.

Indemnity by Seller. Following the Closing, (a) Seller shall, jointly and severally, be liable for, and shall indemnify, defend agrees to indemnify and hold harmless Buyer, OLLC Buyer and each of their respective its officers, directorsagents, employees, agents and representatives (the “Buyer Indemnitees”) tenants from and against: , and to reimburse Buyer with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) asserted against or incurred by Buyer by reason of or arising out of: (a) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, a breach of any representation or warranty, or a warranty of Seller set forth in this Agreement; (b) the failure of Seller to perform or observe fully any covenant, agreement or obligation of, Seller in or under required by this Agreement to be performed by it; and (c) the ownership, maintenance, operation, management and use of the Property prior to Closing, including without limitation any payment or in or nonpayment on account of the operating expenses for the Property by the Tenants under any document, instrument or agreement delivered pursuant to this Agreement by Seller;the Lease. (b) In addition to the indemnity in Subparagraph 16(a), Seller shall also indemnify and hold Buyer, its officers, agents, employees, and tenants harmless from and against any feesand all damages claims, demands, causes of action, losses, liabilities, costs and expenses (including attorneys’ fees and court costs) asserted against or incurred by Buyer resulting in any way from: (i) the Property not complying (at any time prior to Closing) with any Environmental Law governing the Property and the condition of its soil, subsoil, ground water, and other payments incurred related aspects of the Property; and (ii) any migration “off-site” of Hazardous Substances from or owed through the Property prior to Closing; and (iii) any spills, leaks, seepage, migration, burial, remediation, emission, or discharge of Hazardous Substances caused or permitted by Seller Seller, its agents, employees, invitees or tenants that occurs or occurred on or into the Property prior to Closing and that continues to remain on the Property or that migrates, leaches, seeps or otherwise is transported through soil, air or water (of any brokers, financial advisors kind) on or comparable other persons retained or employed by it in connection with off of the transaction contemplated by this Agreement;Property after Closing. (c) Buyer agrees to indemnify and hold harmless Seller and its officers, agents, employees, and tenants from and against, and to reimburse Seller with respect to any Losses suffered and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) asserted against or incurred by such Buyer Indemnitee in connection with any claim for the repayment Seller by reason of hire or damages in relation to the Vessel for periods prior to the Closing; arising out of: (di) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer a breach of any such Covered Environmental Losses within five representation or warranty of Buyer set forth in this Agreement; (5ii) years after the Closing Datefailure of Buyer to perform any obligation required by this Agreement to be performed by it; or and (fiii) any Lossesthe ownership, suffered or incurred by such Buyer Indemnitee as a result of any offhire time maintenance, operation, management and repair costs commencing from the nominated Start Date due to delays in the Mobilisation use of the FSRU (as such terms are defined in the Charter)Property after Closing.

Indemnity by Seller. Following the Closing, Seller shall, jointly and severally, be liable for, and shall indemnify, defend agrees to indemnify and hold harmless Buyer, OLLC and each of their respective its officers, directors, stockholders, employees, agents representatives and representatives agents, and their affiliates, successors and assigns (collectively, the “"Buyer Indemnitees”") from and against:against any material loss, damage or expense (including reasonable attorney's fees) suffered by any Buyer Indemnitee, resulting from (a) any Losses, suffered inaccuracy or incurred by such Buyer Indemnitee by reason of, arising out of misrepresentation in or otherwise in respect of any inaccuracy in, breach of any representation of the representations, warranties or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, covenants made by Seller in or under this Agreement herein or in or under any document, instrument or agreement delivered pursuant to this Agreement by SellerSchedule hereto; (b) any fees, expenses inaccuracy or misrepresentation in or breach of any certificate or other payments incurred agreement or owed document required to be delivered by Seller pursuant to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by provision of this Agreement; (c) any Losses suffered or incurred by such suit in which a Buyer Indemnitee is involved alone or in connection conjunction with Seller, and resulting directly or indirectly from the alleged failure of Seller to pay any claim for of the repayment alleged liabilities or obligations of hire Seller or damages in relation to the Vessel for periods fulfill any alleged contractual obligation of Seller incurred prior to the ClosingClosing and not assumed by Buyer; (d) all federalany claim, statedemand, foreign administrative proceeding or suit against a Buyer Indemnitee arising out of or related to the business or operations or any action or omission of Seller or any of its officers, directors, stockholders, employees, representatives, agents or any of their affiliates, including, without limitation, any tort claim or demand and local income tax liabilities attributable to Igloo Corp any claim or liability arising out of the manufacture or sale of products or the Vessel performance of services by Seller (other than the liability for which has been assumed by Buyer); provided, however, that, with respect to products and services constituting a part of the Acquired Business purchased by Buyer, the acts, deeds, omissions or contractual undertakings giving rise to such claim, demand or liability were acts, deeds, omissions or contractual undertakings by Seller which shall have transpired, occurred or been done, performed or omitted prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)Effective Time.

Indemnity by Seller. Following (a) Subject to the Closingconditions and limitations set forth in this Section 12.2, Seller shall, jointly and severally, be liable for, and shall indemnify, defend agrees to indemnify and hold harmless BuyerBuyer and its Affiliates, OLLC and each of their respective officers, directors, shareholders, accountants, employees, agents agents, successors and representatives assigns (collectively, the “Buyer IndemniteesIndemnified Parties”) from harmless from, against and with respect to any and all Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Buyer Indemnified Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, related to or arising out of: (ai) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warrantywarranty made by Seller in this Agreement, the Transaction Documents, or a failure any other certificate or document signed by Seller delivered or required to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement be delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (cii) any Losses suffered breach or incurred violation of, or failure by such Buyer Indemnitee Seller to perform any covenant, agreement undertaking or obligation in connection with this Agreement, the Transaction Documents, or any claim for the repayment of hire other certificate or damages in relation document delivered or required to the Vessel for periods prior be delivered pursuant to the Closingthis Agreement; (diii) any claim or liability with respect to any of the Excluded Liabilities and any other liability of Seller other than Assumed Liabilities; and (iv) any and all federal, state, foreign and local income tax liabilities attributable to Igloo Corp Losses resulting from Seller’s operation or ownership of the Vessel Program or Acquired Assets prior to the Closing Date; (eb) For purposes of calculating the amount of Losses (but not determining the existence of a breach), any Covered Environmental Losseslimitation as to materiality or Material Adverse Effect contained in the representations and warranties will be ignored. (c) No Buyer Indemnified Party will be entitled to indemnification under this Section 12 unless and until the aggregate amount of such Buyer Indemnified Parties’ Losses exceeds $10,000 (the “Threshold Amount”), in which case the Buyer Indemnified Party shall be entitled to be paid the aggregate amount of all such Losses (including all such Losses up to $10,000); provided, that Losses related to the extent that following will not be subject to the Threshold Amount: (i) a claim relating to fraud; (ii) a breach or violation of, or failure to perform, any covenant, agreement, undertaking or obligation of Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Datecontained in Section 2; or (fiii) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation breaches of the FSRU representations or warranties contained in Section 6.1 (as Organization of Seller; Authority), Section 6.2 (Corporate Approval; Binding Effect), Section 6.9 (Title to Acquired Assets), Section 6.14 (Intellectual Property) and Section 6.17 (Solvency) (the “Specified Representations”), In each case, shall not be subject to the Threshold Amount. Notwithstanding any other provision herein, the aggregate liability of Seller under this Agreement shall be limited to $500,000; provided that there should be no such terms are defined in the Charter)limitation with respect to Excluded Liabilities or claims related to fraud.

Indemnity by Seller. Following the Closing(a) Seller shall indemnify Buyer, Seller shall, jointly each Buyer Subsidiary and severally, be liable for, and shall indemnify, defend their respective Affiliates and hold them harmless Buyerfrom and against any and all claims, OLLC demands, suits, loss, liability, damage and each expense, including reasonable attorneys' fees and costs of their respective investigation, litigation, settlement and judgment, as well as the Indemnitee's obligations to itself indemnify its directors, officers, directorsattorneys, employees, subcontractors, agents and representatives assigns (the “Buyer Indemnitees”) from and againstcollectively "Losses"), which they may sustain or suffer or to which they may become subject as a result of: (ai) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any The inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully the breach of any covenant, agreement or obligation of, warranty made by Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (cii) The nonperformance or breach of any Losses suffered covenant or incurred agreement made or undertaken by such Buyer Indemnitee Seller in connection with any claim for the repayment of hire or damages in relation to the Vessel for periods prior to the Closing;this Agreement; and (diii) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior to If the Closing Date; occurs, the failure of Seller to pay, discharge or perform as and when due, any of the Excluded Liabilities (e) any Covered Environmental Lossesincluding, to without limitation, the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five Excluded Liabilities enumerated in Sections 2.4(c), (5) years after the Closing Date; or d), (f) and (l), and any Losses, suffered or incurred by such Buyer Indemnitee Losses as a result of or in connection with the failure of Seller to comply with any offhire Bulk Sales Laws referred to in Section 7.1). (b) The indemnification obligations of Seller provided above shall, in addition to the qualifications and conditions set forth in Sections 12.5 and 12.6, be subject to the following qualifications: (i) With respect to claims of indemnity for breaches of representations and warranties under clause (a)(i)above: (A) Written notice to Seller of such claim specifying the basis thereof must be made, or an action at law or in equity with respect to such claim must be served, before the second anniversary of the earlier to occur of the Closing Date or the date on which this Agreement is terminated, as the case may be, except that such time limitation shall not apply to breaches of the warranties contained in Sections 3.1, 3.2, 3.3 and repair costs commencing from 3.4; (B) If the nominated Start Date due Closing occurs, Buyer, the Buyer Subsidiaries and their respective Affiliates shall be entitled only to delays recover the amount by which the aggregate Losses sustained or suffered by them as a result of circumstances described in such clause (a)(i) exceed one percent (1%) of the Purchase Price (the "Deductible Amount"), provided, however, that individual claims of Five Thousand Dollars ($5,000) or less shall not be aggregated for purposes of calculating either the Deductible Amount or the excess of Losses over the Deductible Amount; and (C) If the Closing occurs, in no event shall Seller be liable to Buyer, the Buyer Subsidiaries and their respective Affiliates under clause (a)(i) for Losses in the Mobilisation nature of consequential damages, punitive damages, lost profits, damage to reputation or the like, but such damages shall be limited to out-of-pocket Losses and diminution in value, and to an aggregate limit of one hundred percent (100%) of the FSRU Purchase Price. (as ii) If the Closing occurs, Buyer, the Buyer Subsidiaries and their respective Affiliates shall not be entitled to indemnity under clause (a)(ii)-(iii) above except for out-of-pocket Losses actually suffered or sustained by them, and such terms are defined indemnity shall not include Losses in the Charter)nature of consequential damages, punitive damages, lost profits, diminution in value, damage to reputation or the like; except that the provisions of this clause (b)(ii) shall not apply to a breach of Section 5.4.

Indemnity by Seller. Following Subject to the Closingterms and conditions of this ------------------- Section 9, Seller shall, jointly and severally, be liable for, and shall hereby agrees to indemnify, defend and hold harmless Buyer, OLLC Buyer and its affiliates and each of their respective members, officers, directors, employees, stockholders, agents and representatives (at any time after the “Buyer Indemnitees”) Closing, from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, obligations, penalties, fines, costs and expenses (including without limitation reasonable fees and expenses of counsel) ("Damages") asserted against: , resulting from, imposed upon or incurred by Buyer, directly or indirectly, by reason of or resulting from: (a) any Losses, suffered liabilities or incurred by such Buyer Indemnitee by reason of, arising out obligations of or otherwise in respect of any inaccuracy in, Seller which are not Assumed Liabilities; (b) a breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, warranty of Seller contained in or under made pursuant to Section 5.15 (Environmental Matters) and Section 5.16 (Assets Sufficient to Operate Business); (c) the breach by Seller of any covenant or agreement of Seller contained in or made pursuant to this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; in connection herewith; (bd) any feesliability for brokerage, expenses financial advisory or finders' fees or other payments incurred commissions based on agreements, arrangements or owed understandings made by Seller to any brokers, financial advisors for services rendered for or comparable other persons retained or employed by it on behalf of Seller in connection with the transaction transactions contemplated by this Agreement; (c) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation to the Vessel for periods prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior to the Closing Date; hereby; (e) any Covered Environmental Lossesthe failure to comply with statutory provisions relating to bulk sales and transfers, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Dateif applicable; or and (f) the failure of Seller to comply with the reasonable requests of Buyer necessary to satisfy any Losses, suffered applicable statutory or incurred other governmental provisions relating to transfers of stock of foreign entities. Any claim or claims for Damages made by such Buyer Indemnitee as that are based upon a result breach of any offhire time and repair costs commencing from of the nominated Start Date due to delays representations or warranties in Section 5.15 or Section 5.16 during the Survival Period shall be treated, until paid in full by Seller, as claims for administrative expenses in the Mobilisation of the FSRU (as such terms are defined in the Charter)Case with priority over all other claims for administrative expenses other than any claim asserted under Section 2.3.2 hereof.

Indemnity by Seller. Following (a) Subject to the provisions of Section 12.1 relating to the survival of representations and warranties and the other limitations contained herein, from and after the Closing, Seller shall, jointly and severally, be liable for, and shall ICF agrees to indemnify, defend and hold harmless BuyerBuyer and its Affiliates, OLLC and each of their respective officers, directors, employees, agents and representatives stockholders (collectively, the “"Buyer Indemnitees”") against the net amount of all claims, losses, liabilities, damages, deficiencies, costs and expenses, including, without limitation, losses resulting from the defense, settlement and/or compromise of a claim and/or demand and/or assessment, reasonable attorneys', accountants' and against: expert witnesses' fees, costs and expenses of investigation, and the costs and expenses of enforcing the indemnification provided hereunder (ahereafter individually a "Loss" and collectively "Losses") any Losses, suffered or incurred by such any of Buyer Indemnitee by reason of, Indemnitees (after deduction of the amount of any insurance proceeds recoverable and net of any tax benefit) and arising out of or otherwise in respect of relating to: (i) all Excluded Liabilities; (ii) any inaccuracy in, misrepresentation or material breach of any representation or warranty, or a failure to perform or observe fully warranty made by ICF in this Agreement; and (iii) any breach of any covenant, agreement or obligation ofof ICF contained in this Agreement. Notwithstanding the foregoing, Seller in damages shall constitute Losses for the purpose of this Section 12.2 only to the extent of the direct damages incurred (excluding consequential damages, whether or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller;not foreseeable). (b) any feesExcept as set forth below, expenses or other payments incurred or owed by Seller ICF shall not be required to any brokers, financial advisors or comparable other persons retained or employed by it in connection indemnify Buyer Indemnitees with the transaction contemplated by this Agreement; (c) any Losses suffered or incurred by such Buyer Indemnitee in connection with respect to any claim for indemnification resulting from or arising out of matters described in Section 12.2(a)(ii) unless and until the repayment aggregate amount of hire or damages in relation all such claims against Buyer Indemnitees exceeds three percent (3%) of the Purchase Price (the "Threshold") and then Buyer will be entitled to the Vessel for periods prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing recover from the nominated Start Date due first dollar. Claims thereafter may be asserted regardless of amount; provided, however, that ICF's maximum liability to delays Buyer -------- ------- Indemnitees under Section 12.2(a)(ii) shall not exceed twenty percent (20%) of the Purchase Price (the "Cap") in the Mobilisation aggregate. Subject to all other provisions of this Article 12 (excluding the FSRU (as such terms are defined in the Charterfirst and second sentences of this Section 12.2(b).), Seller shall fully indemnify Buyer for all Losses relating to

Indemnity by Seller. Following Subject to the Closingprovisions of this Article VIII, from and after the Closing Date, Seller shall, jointly and severally, be liable for, and shall indemnify, defend and hold harmless BuyerPurchaser and its Affiliates, OLLC including, without limitation, the Company and each of the Subsidiaries, and their respective officers, directors, employeesofficers and employees (collectively, agents and representatives (the “Buyer IndemniteesPurchaser Indemnified Parties”) from and against: against all losses, damages, liabilities, charges, costs and expenses (including, without limitation, reasonable and documented attorneys’ fees) that a Purchaser Indemnified Party may incur or suffer (“Purchaser Losses”) which arise or result from: (a) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of the representations and warranties made by Seller or the Company herein and in any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement certificate delivered pursuant Article VI (determined without regard to this Agreement any materiality, Company Material Adverse Effect or Seller Material Adverse Effect qualifier therein (other than the reference to Company Material Adverse Effect in Section 3.19(b)), except for breaches of the representations and warranties in Section 3.07, which shall be governed by Seller; clause (c) below; (b) any fees, expenses or other payments incurred or owed breach by Seller or the Company of any of their covenants, agreements or obligations to be performed prior to the Closing or any breach by Seller of any of its covenants, agreements or obligations to be performed after the Closing; (c)(i) Taxes of the Company or any of its Subsidiaries (or any predecessors) for all taxable periods ending on or before the Closing Date (“Pre-Closing Tax Period”) and, with respect to any brokerstaxable period that begins on or before and ends after the Closing Date (a “Straddle Period”), financial advisors for the portion thereof ending on the Closing Date, subject to, (x) in the case of Taxes other than federal, state, local or comparable foreign Income Taxes, the amount of any reserve for such Taxes included as a Current Liability in the Final Closing Date Statement, and (y) in the case of Income Taxes with respect to periods ending prior to January 1, 2006, the amount of the reserve of such Taxes included as a Current Liability in the Final Closing Date Statement, (ii) Taxes (as a result of Treasury Regulation Section 1.1502-6 or otherwise) of Seller or any other persons retained Person (other than Purchaser, the Company or employed by it in connection any of its Subsidiaries) which is or has ever been affiliated with the transaction contemplated Company or any of its Subsidiaries or with whom the Company or any of its Subsidiaries otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary or aggregate Tax Return, prior to the Closing Date or as a transferee or successor, by contract or otherwise, and (iii) a breach of any of the representations or warranties contained in Section 3.07 of this Agreement; ; or (cd) any Losses suffered claim, proceeding or incurred suit brought against any of them under the Worker Adjustment Retraining and Notification Act, or any similar local, state, federal or foreign law (collectively, “WARN”), which relates to actions taken by Seller or the Company or any of their respective Subsidiaries or Affiliates at, or at any time prior to, the Closing with regard to any site of employment or one or more facilities or operating units within any site of employment of the Company or any of its Subsidiaries, in each case, other than with respect to any such Buyer Indemnitee actions taken by Seller or the Company or any of their respective Subsidiaries or Affiliates at the specific request of Purchaser. For purposes of this Agreement, in the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be deemed to be: (x) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period, and (y) in the case of Taxes not described in clause (x) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any claim for sale or other transfer or assignment of property (real or personal, tangible or intangible)), the repayment amount of hire or damages in relation to any such Taxes shall be determined as if such taxable period ended as of the Vessel for periods prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior to close of business on the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter).

Indemnity by Seller. Following the Closing, Seller shall, SMG and Local shall jointly and severally, be liable for, and shall indemnify, defend severally indemnify and hold harmless BuyerBuyer and its directors, OLLC and each of their respective officers, directorsand employees (collectively, employees, agents and representatives (the “Buyer IndemniteesIndemnified Parties”) ), from and against any and all Liabilities, losses, damages, demands, claims, suits, costs and expenses, including without limitation reasonable attorneys’ fees, and any and all amounts paid in settlement of any claim or litigation (collectively, “Damages”), asserted against: (a) any Losses, suffered resulting to, imposed upon, or incurred or suffered by such Buyer Indemnitee by reason ofany of them, directly or indirectly, as a result or arising out of the following: (i) any inaccuracy in or otherwise in respect breach or non-fulfillment of any inaccuracy inof the representations, breach of any representation warranties, covenants or warranty, agreements made by SMG or a failure to perform or observe fully any covenant, agreement or obligation of, Seller Local in or under this Agreement or in the other agreements and documents to be executed and delivered by SMG or under any document, instrument or agreement delivered Local pursuant to this Agreement by Seller; Agreement; (bii) any feesand all Taxes (including all associated penalties, expenses or other payments incurred or owed by Seller additions to Tax, and interest) relating to the Acquired Assets for all taxable periods ending before the Closing Date and the portion through the end of the day immediately before the Closing Date for any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; taxable period that includes (cbut does not end on) such day; (iii) any Losses suffered Excluded Liability and other Liability or incurred by such Buyer Indemnitee in connection with obligation of SMG or Local of any claim for the repayment of hire or damages in relation to the Vessel for periods prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel nature whatsoever arising prior to the Closing Date; ; (eiv) any Covered Environmental Lossesunpaid Merchant Liabilities that Buyer, in Buyer’s sole reasonable discretion, elects to pay on behalf of Seller after providing notice and opportunity for Seller to pay, (v) any refunds or credits that, Buyer’s sole discretion, elects to issue to Seller’s pre-Closing subscribers (unless Seller elects to process the refund itself), and/or (vi) any claim made by any person against Buyer based on or resulting directly or indirectly from (a) any actual or alleged action or failure to act of SMG or Local (including, without limitation, its employees, officers or agents), but only to the extent that Seller is notified by Buyer the same violates SMG’s or Local’s express representations and warranties contained in this Agreement; (b) any transaction, circumstance, sale of any such Covered Environmental Losses within five (5) years after goods or services, state of facts, procedure, policy, practice or other condition in connection with the Acquired Assets, in either event which occurred or existed before the Closing Date; or or (fc) with respect to an employee’s period of employment with SMG or Local, any Losses, suffered or incurred by such Buyer Indemnitee as a result violation of any offhire employment Law or regulation or Seller’s personnel policies including any policy concerning payment of wages, overtime, accrued vacation, paid time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)off, sick pay, severance pay or employee benefit.

Indemnity by Seller. Following the Closing, 12.2.1 Seller shall, jointly and severally, be liable for, and shall indemnify, defend agrees to indemnify and hold harmless Buyer, OLLC and each of their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) Indemnified Parties from and against, and to reimburse the Buyer Indemnified Parties on demand with respect to, any and all Losses incurred by the Buyer Indemnified Parties, whether absolute, contingent or otherwise, arising directly or indirectly by reason of or arising out of or in connection with: (a) The payment of any Losses, suffered or incurred by such Buyer Indemnitee by reason of, workers compensation benefit claims arising out of any workplace incident or event occurring prior to the Closing Date to the extent such claim is not otherwise in respect covered by insurance (whether under the workers' compensation plan administered by the State of any inaccuracy in, breach of any representation Ohio or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Sellerotherwise); (b) the assertion of any feesWarranty Claims against any Buyer Indemnified Parties for any product sold, expenses or other payments incurred or owed for any service rendered, by Seller prior to any brokersthe Closing Date, financial advisors or comparable other persons retained or employed by it to the extent the aggregate Warranty Expense incurred in connection with such Warranty Claims exceeds $25,000 in the transaction contemplated by this Agreementaggregate over any period following the Closing; (c) the assertion of any Losses suffered Assumed Compliance Liabilities applicable to or incurred by such Buyer Indemnitee arising in connection with Seller's operation of the Business or use of any claim for the repayment of hire or damages in relation to the Vessel for periods Purchased Asset prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp The breach of any representation or warranty on the Vessel part of Seller contained in any Acquisition Agreement prior to the Closing Dateexpiration of the representation or warranty which has been breached; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer The non-fulfillment of any such Covered Environmental Losses within five (5) years after covenant or agreement on the Closing Date; orpart of Seller contained in any Acquisition Agreement; (f) Any and all claims, Proceedings, demands, assessments or judgments, costs and expenses (including reasonable attorneys fees) incident to any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter).foregoing; and

Indemnity by Seller. Following Seller shall indemnify and hold Purchaser and the Closing, Seller shall, jointly Subsidiary harmless from and severally, be liable foragainst, and shall indemnifypay to Purchaser the full amount of, defend and hold harmless Buyerany loss, OLLC and each of their respective officersclaim, directorsdamage, employeesliability or expense (including reasonable attorneys' fees) resulting to Purchaser or the Subsidiary, agents and representatives (the “Buyer Indemnitees”) either directly or indirectly, from and against: (a) any Lossesundisclosed Liabilities, suffered contracts or incurred by such Buyer Indemnitee by reason ofcommitments of Seller, arising out of including, without limitation, any commitments to existing or otherwise in respect of former employees, distributors, customers or suppliers; (b) any inaccuracy in, breach of in any representation or warranty, or a failure to perform any breach of any covenant or observe fully any covenantagreement, agreement or obligation of, by Seller contained in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with of the transaction contemplated by this Agreement; Other Agreements; and (c) any Losses suffered or incurred of the Liabilities, except for those specifically assumed by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation Purchaser pursuant to the Vessel for periods prior Section 2.02. Provided, however, that all losses arising under subparagraphs (a) and (b) above shall be deemed to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, be Special Assumed Liabilities to the extent that the aggregate amount of Special Assumed Liabilities does not exceed $250,000, as provided in Section 2.02(c)(3) above, and Seller is notified by Buyer shall be liable under subparagraphs (a) and (b) of this Section 10.02 only to the extent such losses are not deemed to be Special Assumed Liabilities. For purposes of this Section 10.02, Liabilities and other matters shall be "undisclosed" if they are not fully and specifically described on a Schedule to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as basis to assert a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation claim for indemnification hereunder. Such notice shall include a summary of the FSRU facts giving rise to the claim. If a claim is made against Purchaser or either of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification under this Section 10.02, Purchaser shall provide a reasonable defense to such claim and shall pay the reasonable costs of such defense (as such terms are defined in the Charter"Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification for the Defense Costs other than to setoff the amount of the Defense Costs against the Profit Sharing Arrangement. If the defense is not wholly successful, Purchaser and the Subsidiary shall be indemnified by the Seller for the amount of the settlement or judgment plus the Defense Costs.

Indemnity by Seller. Following the ClosingThe Seller shall defend, Seller shall, jointly and severally, be liable for, and shall indemnify, defend indemnify and hold harmless the Buyer, OLLC and each of their respective its officers, directors, employees, agents subsidiaries and representatives (the “Buyer Indemnitees”) Affiliates harmless from and againstagainst all Claims, damages, losses, liabilities, costs, penalties, fines and expenses (including reasonable attorneys' fees and disbursements and any other legal costs) (collectively, "LOSSES") arising out of or resulting from: (a) any Losses, suffered or incurred by such Buyer Indemnitee by reason Any breach of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenantbe true and correct, agreement or obligation of, of the representations and warranties made by the Seller in or under this Agreement or in any agreement or under any document, instrument executed and delivered to the Buyer by or agreement delivered on behalf of the Seller pursuant to this Agreement by SellerAgreement; (b) any fees, expenses or other payments incurred or owed Any failure by the Seller to carry out, perform, satisfy and discharge any brokersof its covenants, financial advisors agreements, undertakings, liabilities or comparable other persons retained obligations under this Agreement or employed under any of the documents and materials delivered by it in connection with the transaction contemplated by Seller pursuant to this Agreement; (c) any Losses suffered Any Claims of third parties against the Buyer relating to or incurred by such Buyer Indemnitee in connection with any claim for arising out of the repayment ownership, occupation and/or operation of hire the Business, the Acquired Assets, or damages in relation to the Vessel for periods prior to Premises, before (but not on or after) the ClosingClosing Date, including the Excluded Liabilities and excluding the Assumed Liabilities; (d) all federalThe failure to comply with any applicable bulk sales or bulk transfer laws, stateincluding without limitation the failure to comply with the Bulk Sales Act (Ontario) and the Quebec Sale of Enterprises Legislation; (e) Any Claims arising out of the cost of remediating any of the Premises if and as required by applicable Environmental, foreign Health and local income tax liabilities attributable Safety Laws and to Igloo Corp the extent the Hazardous Materials addressed through such remediation were released or threatened to be released to the Vessel prior to environment as of the Closing Date; (ef) Any Claim brought by any Covered Environmental Losses, to the extent that Seller is notified by Buyer Person or Governmental Authority arising out of any such Covered Environmental Losses within five (5) years after of the Closing Date; ormatters referred to in this Section 10.1; (fg) any LossesAny Claims relating to or arising out of liabilities and obligations relating to employees which are not Assumed Liabilities. A claim for indemnification under this Section 10.1, suffered except Section 10.1(a) above, may be made regardless of whether or incurred by not the matter giving rise to such Buyer Indemnitee as claim constitutes a result breach of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation a representation, warranty or covenant of the FSRU (as such terms are defined Seller set forth in the Charter)this Agreement or any Exhibit, Schedule, certificate or other document delivered pursuant hereto.

Indemnity by Seller. Following From and after the Closing, Seller shall, jointly and severally, be liable for, and shall indemnify, protect, defend as provided in Section 6.4, and hold harmless Buyer, OLLC Purchaser and each of their respective officersits affiliates, directors, employeesofficers, shareholders, employees and agents (individually a “Purchaser Indemnitee” and representatives (collectively the “Buyer Purchaser Indemnitees”) against any Damages arising from and against:or in connection with any of the following third-party claims (collectively referred to as “Purchaser Claims”): (a) any Lossesthe performance or non-performance under, suffered the use or incurred by such Buyer Indemnitee by reason operation of, arising out or the sale or distribution of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller;the Permethrin Assets before the Closing; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK. (b) any fees, expenses liability for personal injury or other payments incurred damage to property relating to the Permethrin Products manufactured or owed sold by or on behalf of Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with before the transaction contemplated by this AgreementClosing; (c) any Losses suffered other liability for personal injury or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation damage to the Vessel for periods prior property of others, including the loss of use thereof, related to the subject matter of this Agreement and arising from the operations, actions, or omissions of Seller before the Closing;; and (d) all federalany material failure by Seller to perform or comply with any of its covenants or any material breach of, stateor material inaccuracy in, foreign any of the representations and local income tax liabilities attributable warranties of Seller contained in this Agreement. Except as otherwise expressly set forth in this Article VI, Seller’s obligations with respect to Igloo Corp Purchaser Claims shall be limited by the following: (i) the Purchaser Indemnitee must give Seller written notice of a Purchaser Claim for indemnification on or before the Vessel prior to twelve (12) month anniversary of the Closing Date;with regard to any other indemnifiable matter, or Seller shall have no obligation to indemnify, protect, defend or hold harmless the Purchaser Indemnitees against Damages relating to such claim; and (eii) any Covered Environmental Losses, the amount which Seller shall be required to pay for Damages arising out of Purchaser Claims under section 6.2(d) shall not exceed * in the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Dateaggregate; orand (fiii) Seller shall have no liability with respect to any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time Damages unless and repair costs commencing from until the nominated Start Date due to delays in the Mobilisation aggregate amount of the FSRU (as such terms are defined in Damages exceeds the Charter)sum of * NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT WITH REGARD TO ANY PURCHASER CLAIM. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

Indemnity by Seller. Following the Closing, Seller shall, jointly and severally, be liable for, and shall indemnify, defend and hold harmless Buyer, OLLC and each of their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against: (a) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (c) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation to the Vessel for periods prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp the Subsidiaries or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or; (f) any Losses, suffered or incurred by such Buyer Indemnitee by reason of the Acceptance Minimum Requirements (as such term is defined in the Charter) not being satisfied; (g) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs associated with the Performance Tests (as such term is defined in the Charter); and (h) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Scheduled Delivery Date due to delays in the Mobilisation of the FSRU Project (as such terms are defined in the Charter)) and any delays in completing the process of outfitting the Vessel with all materials, personnel and equipment required to perform FSRU services as contemplated under the Charter.

Indemnity by Seller. Following the Closing, (a) Seller shall, jointly and severally, be liable for, and shall indemnify, defend agrees to indemnify and hold harmless Buyer, OLLC Buyer and each of their respective its officers, directorsagents, employees, agents and representatives (the “Buyer Indemnitees”) tenants from and against: , and to reimburse Buyer with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) asserted against or incurred by Buyer by reason of or arising out of: (a) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, a breach of any representation or warranty, or a warranty of Seller set forth in this Agreement; (b) the failure of Seller to perform or observe fully any covenant, agreement or obligation of, Seller in or under required by this Agreement to be performed by it; and (c) the ownership, maintenance, operation, management and use of the Property prior to Closing, including without limitation any payment or in or nonpayment on account of the operating expenses for the Property by the tenants under any document, instrument or agreement delivered pursuant to this Agreement by Seller;leases. (b) In addition to the indemnity in Subsection 18(a), Seller shall also indemnify and hold Buyer, its officers, agents, employees, and tenants harmless from and against any feesand all damages claims, demands, causes of action, losses, liabilities, costs and expenses (including attorneys’ fees and court costs) asserted against or incurred by Buyer resulting in any way from: (i) the Property not complying (at any time prior to Closing) with any Environmental Law governing the Property and the condition of its soil, subsoil, ground water, and other payments incurred related aspects of the Property; and (ii) any migration “off-site” of Hazardous Substances from or owed through the Property prior to Closing; and (iii) any spills, leaks, seepage, migration, burial, remediation, emission, or discharge of Hazardous Substances caused or permitted by Seller Seller, its agents, employees, invitees or tenants that occurs or occurred on or into the Property prior to Closing and that continues to remain on the Property or that migrates, leaches, seeps or otherwise is transported through soil, air or water (of any brokers, financial advisors kind) on or comparable other persons retained or employed by it in connection with off of the transaction contemplated by this Agreement;Property after Closing. (c) Buyer agrees to indemnify and hold harmless Seller and its officers, agents, employees, and tenants from and against, and to reimburse Seller with respect to any Losses suffered and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) asserted against or incurred by such Seller by reason of or arising out of: (a) a breach of any representation or warranty of Buyer Indemnitee set forth in connection with this Agreement; (b) the failure of Buyer to perform any claim for obligation required by this Agreement to be performed by it; (c) the repayment ownership, maintenance, operation, management and use of hire or damages in relation to the Vessel for periods prior to the Property after Closing; ; and (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior Buyer’s access to the Closing Date; (e) any Covered Environmental LossesProperty for the purpose of making such investigations, to inspections, tests, assessments, surveys and the extent that Seller is notified by Buyer like in accordance with Section 8 of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)this Agreement.

Indemnity by Seller. Following (a) Subject to the Closingterms and conditions of this Agreement, Seller shall, jointly and severally, be liable for, and shall hereby agrees to indemnify, defend and hold harmless Buyer and Buyer's directors, OLLC officers and each of their respective Affiliates (which includes the Company and its officers, directors, employees, agents directors and representatives (Affiliates after the “Buyer Indemnitees”Closing) from against and against: (a) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation all Loss(es) incurred or warrantyreasonably determined in good faith by Buyer to be incurred by Buyer, or its directors, officers and Affiliates, or asserted against them to the extent that such Loss(es) arises from a failure Breach by Seller as provided in Section 8.1; provided, however, that Buyer delivers to perform Seller an Officer's Indemnification Certificate of Buyer asserting Buyer's claim for indemnification for such actual or observe fully any covenant, agreement reasonably expected Loss(es) on or obligation of, Seller in or before the applicable deadline for asserting such claim for indemnification under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller;Section 8.3(c) below. (b) In the event of a pending or threatened action that includes asserted claims which, if assumed to be true, would entitle Buyer or any feesof its directors, expenses officers or Affiliates to indemnification under Section 8.3(a), Buyer shall give prompt written notice of such action or actions to Seller, and Seller shall be entitled to control the defense and negotiation, if any, regarding settlement of such action or actions, at Seller's expense (including the cost of any such settlement itself), and Buyer shall cooperate with Seller, at Seller's expense, in the compromise or defense of any such action or actions, provided that, in such event, (i) neither Buyer nor any director, officer or Affiliate of Buyer shall agree to or enter into any settlement of such action or actions without Seller's prior written consent, which consent shall not be unreasonably withheld, and/or (ii) Seller shall not agree to or enter into any settlement that requires cessation of Buyer's use or other payments incurred or owed by Seller to similar restrictions on use of, any brokers, financial advisors or comparable other persons retained or employed by it in connection with of the transaction contemplated by this Agreement;Company Assets without the written consent of Buyer. (c) any Losses suffered In order for Buyer, Buyer's directors, officers or incurred by such Buyer Indemnitee Affiliates to be indemnified in connection accordance with Section 8.3(a) above, any claim for indemnification made by Buyer or any of Buyer's directors, officers and Affiliates under this Agreement must be set forth in an Officer's Indemnification Certificate of Buyer that is delivered to Seller. (The Parties agree that there is no limit on the repayment dollar amount of hire indemnification to which Buyer may become entitled to pursuant to this Section 8.3.). No claim for indemnification; (i) that is not an Extended Buyer Claim may be made, raised or damages asserted in relation any manner by Buyer or any director, officer or Affiliate of Buyer, or any of their permitted successors or assigns unless such claim for indemnification hereunder is set forth in an Officer's Indemnification Certificate of Buyer that is delivered to the Vessel for periods Seller prior to the Closing;expiration of the Survival Period; or (ii) that is an Extended Buyer Claim may be made, raised or asserted in any manner by Buyer or any director, officer or Affiliate of Buyer, or any of their permitted successors or assigns, unless such claim for indemnification hereunder is set forth in an Officer's Indemnification Certificate of Buyer that is delivered to Seller prior to the expiration of the applicable legal statute of limitations regarding such Extended Buyer Claim. (d) all federalExcept for any rights of specific performance under applicable law, statethe rights of indemnification afforded to Buyer and its directors, foreign officers and local income tax liabilities attributable Affiliates under the foregoing provisions of this Section 8.3 shall constitute the sole and exclusive right and remedy of Buyer and its directors, officers and Affiliates with respect to Igloo Corp or the Vessel prior to the Closing Date;any Breach by Seller. (e) Notwithstanding anything herein to the contrary, neither Buyer nor any Covered Environmental Lossesof its directors, officers or Affiliates shall be entitled to any indemnification of any claim from Seller under this Agreement unless and until the aggregate amount of Loss(es) for which indemnification would otherwise be available from Seller under this Section 8.3 exceeds an aggregate of $20,000 (the "Seller's Basket"), after which time Buyer and its directors, officers and Affiliates will be entitled, subject to the terms and conditions of this Section 8, to recover any and all Loss with respect to which Buyer is entitled to indemnification pursuant to Section 8.3(a) above; provided, however, that claims for indemnification that are Extended Buyer Claims shall not be subject to the extent that Seller is notified by Buyer above provisions of any such Covered Environmental Losses within five this subsection (5e) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)regarding Seller's Basket.

Indemnity by Seller. Following Subject to the Closingprovisions of this Article 8, Seller shallagrees to pay and to indemnify fully, jointly and severally, be liable for, and shall indemnify, defend and hold harmless Buyer, OLLC and defend each of their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) Indemnified Party from and againstagainst any and all claims or Damages arising out of or relating to: (a) any Losses, suffered inaccuracy or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, warranty of Seller contained in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by SellerAgreement; (b) any fees, expenses breach of any covenant or other payments incurred or owed by agreement of Seller to any brokers, financial advisors or comparable other persons retained or employed by it contained in connection with the transaction contemplated by this Agreement; (c) the liabilities and obligations of Seller or any Losses suffered of its Affiliates arising out of the operation or incurred by such Buyer Indemnitee in connection with any claim for ownership of the repayment of hire Seller Assets or damages in relation to the Vessel for periods Seller Business on or prior to the Closing;Closing Date, except Assumed Liabilities; and (d) all federalobligations or liabilities that arise, statewhether before, foreign and local income tax liabilities attributable to Igloo Corp on or the Vessel prior to after, the Closing Date; (e) , out of, or in connection with, the Retained Seller Assets; provided that Seller shall have an obligation to indemnify any Covered Environmental Losses, Buyer Indemnified Party for Damages pursuant to this Section 8.2 only to the extent that Seller is notified by Buyer such Damages are in excess of any such Covered Environmental Losses within five (5) years after the Closing Date; or (fi) any Lossesamounts recovered by any Buyer Indemnified Party pursuant to any contract to which any Buyer Indemnified Party is a party and (ii) any insurance proceeds received with respect thereto (exclusive of amounts recovered which are subject to retrospective payments or premiums); provided, suffered or incurred by further, that upon making any payment to any Buyer Indemnified Party, Seller shall be subrogated to all rights of the Buyer Indemnified Party against any third party in respect of the losses to which such payment relates, and such Buyer Indemnitee as Indemnified Party will execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. Nothing in this Section 8.2 shall require a result of Buyer Indemnified Party to seek to recover Damages from any offhire time and repair costs commencing from the nominated Start Date due third party before making a claim for indemnification pursuant to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)Article 8.

Indemnity by Seller. Following the Closing, Seller shall, jointly and severallyto the fullest extent permitted by Law, be liable for, and shall indemnify, defend defend, reimburse, and hold harmless BuyerPurchaser and its shareholders, OLLC and each of their respective officers, directors, employeesemployees and representatives, agents Affiliates, successors and representatives assigns (each of whom may be an Indemnitee pursuant to this Section 9.01, and all of whom are collectively referred to herein as the “Buyer Purchaser Indemnitees”) from and against: against any and all Losses (including from Third-Party Claims) arising out of, relating to, or resulting from (a) any Lossesbreach or nonfulfillment by Seller of a covenant or other agreement of Seller set forth in this Agreement or any Ancillary Agreement, suffered (b) the failure to be true and correct as of the date hereof (or incurred by such Buyer Indemnitee by reason ofthe date of execution with respect to any Ancillary Agreement), arising out and as of or otherwise in respect the Closing (as if made anew at and as of any inaccuracy inthat time), breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, warranty of Seller set forth in or under this Agreement (or in or under any document, instrument or agreement the certificate delivered pursuant to this Agreement by Seller; (bSection 6.03(b)) or any feesAncillary Agreement, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (c) any Losses suffered Excluded Asset or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation to the Vessel for periods prior to the Closing; Retained Liability, (d) all federalthe EPA NESHAP Claim, stateincluding in connection therewith any Losses arising out of, foreign and local income tax liabilities attributable relating to, or resulting from (i) imposed production limitations on the Facility or use limitations on any of the Purchased Assets, (ii) capital expenditures binding on Purchaser following the Closing or that are not paid by Seller, (iii) business interruption or reduction at the Facility, or (iv) imposed limitation on the future ability to Igloo Corp or the Vessel prior increase production output to the Closing Date; Facility's permitted capacity, or (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time Indemnifiable Labor and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)Employment Matter.

Indemnity by Seller. Following the Closing, Seller shall, jointly and severally, be liable for, and shall indemnify, defend will indemnify and hold harmless the Buyer (for purposes of this paragraph, the term the "Buyer" shall include the directors, OLLC and each of their respective officers, directorsshareholders, employeesemployees and agents of the Buyer and any persons or entities owned or controlled by, agents and representatives (the “Buyer Indemnitees”owning or controlling, or under common control or affiliated with Buyer) from and against: , and reimburse them for, all claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and expenses (aincluding, without limitation, reasonable attorney's fees) any Losseswhich may be imposed upon, suffered asserted against or incurred or paid by such Buyer Indemnitee them by reason of, arising out on account of or otherwise in respect connection with (i) any of the Excluded Liabilities, (ii) any inaccuracy infee, commission or other payment payable to any investment banker, broker or finder either (a) retained by Seller or (b) claiming by, through or under Seller and (iii) subject to Section 11.4 and if, and only if, the Closing occurs, any breach by Seller of any representation or warrantywarranty of Seller set forth in this Agreement (collectively, the "Seller Indemnified Liabilities"). In the event that Buyer shall be named in any lawsuit or a failure legal proceeding with respect to perform or observe fully any covenantSeller Indemnified Liabilities, agreement or obligation ofthen, Seller, at Seller's sole expense, will indemnify, assume the defense thereof and will hold harmless and defend Buyer from all Seller Indemnified Liabilities, including interest, penalties and reasonable attorneys' fees and disbursements related thereto. If Buyer is so named, Seller shall promptly give Buyer written notice of Seller's choice of legal counsel to defend in such lawsuit or under legal proceeding, and Buyer may reasonably disapprove, within five days of receipt of such written notice, such selection of legal counsel, in which case Seller shall be obligated to retain new legal counsel, again subject to Buyer's reasonable disapproval) and substitute such counsel in the proceeding. The foregoing covenants of Seller set forth in this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (c) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation to the Vessel for periods prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior to Section 7.4 shall survive the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)for all purposes.

Indemnity by Seller. Following the Closing, Seller shall, jointly and severally, be liable for, and shall hereby agrees to indemnify, defend and hold Buyer harmless Buyer, OLLC and each of their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against: (a) against any Lossesand all claims, suffered or incurred by such demands, obligations, losses, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees, costs and expenses, which Buyer Indemnitee by reason of, arising out may suffer as a result of or otherwise in respect the untruth of any inaccuracy inof the representations made herein, breach or any default by Seller in the performance of any representation of its commitments, covenants or warrantyconditions under this Agreement, or a failure to perform for any liabilities which may arise from operation or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments incurred or owed ownership of the Property by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (c) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation to the Vessel for periods prior to the Closing; Effective Date. For the purposes hereof, any representation shall be deemed to be inaccurate if it omits to state any fact which is necessary in order to make the statements contained therein not false or misleading. The rights of Buyer under this Section 11.01 are without prejudice to any other remedies not inconsistent herewith which Buyer may have against Seller. Seller hereby indemnities and agrees to defend and hold Buyer harmless from any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies except as stated in Section 3.16(a) (dincluding interest, penalties, reasonable attorneys' fees, costs and expenses) which Buyer may suffer as a result of Seller's failure to file cost reimbursement reports with all federalwritten proposed audit adjustments to such cost reports for the period of its operation of the Facility, stateor its failure to correct any deficiencies with respect to such reports, foreign or its failure to accurately compute and local income tax liabilities attributable to Igloo Corp bill xxxrges for reimbursement which results in liability for any overcharge, or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing liability arising pursuant to Section 1128A of the Social Security Act for the period of its operation of the Facility. This indemnification shall survive for a term of one (1) year from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)Closing date.

Indemnity by Seller. Following Seller hereby agrees, after the ClosingClose of Escrow, Seller shallat its sole cost and expense, jointly and severallyto indemnify, be liable forprotect, defend (with counsel of Buyer's choice), and shall indemnify, defend and hold harmless Buyer, OLLC its successors and each of their respective officersassigns, partners, shareholders, officers and/or directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses (including, without limitation, attorneys' and experts' reasonable fees and costs) of any kind or nature whatsoever which may at any time be imposed upon, incurred or suffered by, or asserted or awarded against: , Buyer, or its successors and assigns, partners, shareholders, officers and/or directors relating to or arising from (ai) the Property or the ownership or operation thereof on or before the Close of Escrow, (ii) the use on or before the Close of Escrow of the Property by any third party, including, without limitation, any invitee or licensee of Seller, (iii) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any covenant, agreement, representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, warranty of Seller contained in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; ; (civ) the presence, use, handling, storage, disposal or release on or before the Close of Escrow of Hazardous Materials on, under or about the Property and (v) the violation of any Losses suffered federal, state or incurred by such Buyer Indemnitee in connection local law, ordinance or regulation, occurring or allegedly occurring with any claim for the repayment of hire or damages in relation respect to the Vessel for periods Property prior to the Closing; Close of Escrow. The indemnity by Seller herein contained shall survive the Close of Escrow and the recordation of the Grant Deed for a period of three (d3) all federalyears. Notwithstanding the foregoing three-year limitation, state, foreign the indemnification regarding the Encroachment set forth in Section 13.7 hereof shall survive the Close of Escrow and local income tax liabilities attributable to Igloo Corp or the Vessel prior recordation of the Grant Deed in perpetuity. Notwithstanding anything in this Agreement to the Closing Date; (e) contrary, if, in Buyer's good faith belief, Buyer is entitled to indemnification, reimbursement, or payment from Seller hereunder or otherwise under the Stock Purchase Agreement, then in addition to any Covered Environmental Lossesother remedies which Buyer may have available to it, Buyer shall have the right to set off the extent that entire amount thereof against the amounts, if any, which Buyer shall owe at such time or from time to time thereafter to Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after under the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)Real Estate Note.

Indemnity by Seller. Following the Closing, Seller shall, jointly hereby agrees to indemnify and severally, be liable for, and shall indemnify, defend and to hold Buyer harmless Buyer, OLLC and each of their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against: (a) against any Lossesand all injuries, suffered or incurred by such Buyer Indemnitee by reason oflosses, arising out of or otherwise in respect of any inaccuracy inexpenses, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments penalties, demands, claims, actions, causes of action, judgments, assessments, damages, obligations, liabilities and costs, including all costs incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (c) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim for indemnification hereunder (e.g., legal fees, accounting fees and all other costs of investigation), of every nature and description (collectively, “Losses”), and shall pay purchaser on demand the repayment full amount of hire any such losses relating to, arising out of, or resulting from (i) any material inaccuracy in any representation, or the breach of any warranty, covenant or other agreement, made by Seller in connection with this agreement or any related agreement; (ii) any failure by Seller duly to perform or observe any term, provision or covenant in this agreement or any related agreement; (iii) any damages in relation or liabilities related to employment and independent contractor related matters arising from actions prior to the Vessel Closing; (iv) obligations for taxes related to the Business or the Purchased Assets accruing or due from periods prior to the Closing; ; (dv) all federalany debt or obligation related to the line of credit issued to the Max Communicating Resources Company prior to the Closing; and (vi) any matter or thing, stateor any state of fact or condition, foreign and local income tax liabilities relating to Seller or the conduct of the business (other than the assumed liabilities) arising or relating to the period prior to the Closing, including without limitation, any of Seller’s obligations to its creditors for which Buyer may become responsible as a matter of law (but excluding any matters to the extent attributable to Igloo Corp the acts or the Vessel omissions of Buyer prior to the Closing Date; for which Buyer shall indemnify Seller under Section 8.3 below); and (eviii) any Covered Environmental Losses, excluded liabilities. This indemnification shall apply to all of Seller’s liabilities or obligations arising or relating to the extent that Seller is notified by Buyer period prior to the Closing, whether or not known as of the closing, whether or not asserted prior to the closing, whether or not the circumstances giving rise to such indemnification continue following the Closing, whether or not a breach of any representation, warranty or covenant herein, if Buyer would become liable for any such Covered Environmental Losses within five (5) years after matters by operation of law or otherwise. Notwithstanding any provision in this Section 8.2 to the Closing Date; or (f) contrary, Seller shall have no obligation to indemnify, defend or hold harmless Buyer from and against any Losses, suffered or incurred by such Buyer Indemnitee as a result claims described in Section 5.21 of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)this Agreement.

Indemnity by Seller. Following the Closing, Seller shall, jointly and severally, be liable for, and shall indemnify, defend and hold harmless Buyer, OLLC and each of their its respective officers, directors, affiliates, controlling persons (if any), employees, agents attorneys, agents, stockholders and representatives partners (the “"Buyer Indemnitees”") from against and against: in respect of any and all claims, suits, actions and proceedings, and all losses, liabilities, Taxes, damages and expenses (a) any Losses, suffered or incurred by such Buyer Indemnitee by reason ofincluding reasonable legal fees and expenses of attorneys), arising out of or otherwise in respect based upon (i) any and all misrepresentations or breaches of warranty or any inaccuracy in, nonperformance or breach of any representation covenant or warrantyagreement of Seller contained in this Agreement, the Exhibits and Schedules hereto, the certificates required by Section 8.2 (vii) and (x), the Bill xx Sale and any other documents or instruments executed and delivered by Seller pursuant hereto, or a failure to perform or observe fully (ii) except for the Assumed Liabilities, any covenant, agreement liability or obligation ofrelating to Seller, Seller in the System or under this Agreement the Business or in or under any documentSeller's ownership and operation of the Purchased Assets, instrument or agreement delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (c) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim for System and the repayment of hire or damages in relation to the Vessel for periods Business prior to the Closing; (d) all federal, stateincluding, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel without limitation, Agreed System Upgrade Expenditures accrued but not paid by Seller prior to the Closing Date; (e) any Covered Environmental Losses, which are included in the amount of the Capital Expenditures Amount as finally determined. Any indemnification payments made by Seller to Buyer shall be deemed an adjustment to the extent Purchase Price. Anything to the contrary in this Section 11.2 notwithstanding, it is the intention of the parties that Seller is notified Taxes subject to the indemnity provided in this Section 11.2 will not include (A) Taxes with respect to items of income earned by Buyer or purchases or sales of any such Covered Environmental Losses within five goods or services made by Buyer after the Closing Date or (5B) years ad valorem Taxes accruing with respect to Buyer's assets and properties after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter).

Indemnity by Seller. Following the ClosingThe Seller shall defend, Seller shall, jointly and severally, be liable for, and shall indemnify, defend indemnify and hold harmless the Buyer, OLLC and each of their respective its officers, directors, employees, agents subsidiaries and representatives (the “Buyer Indemnitees”) Affiliates harmless from and againstagainst all Claims, damages, losses, liabilities, costs, penalties, fines and expenses (including reasonable attorneys' fees and disbursements and any other legal costs) (collectively, "LOSSES") arising out of or resulting from: (a) any Losses, suffered or incurred by such Buyer Indemnitee by reason Any breach of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenantbe true and correct, agreement or obligation of, of the representations and warranties made by the Seller in or under this Agreement or in any agreement or under any document, instrument executed and delivered to the Buyer by or agreement delivered on behalf of the Seller pursuant to this Agreement by SellerAgreement; (b) any fees, expenses or other payments incurred or owed Any failure by the Seller to carry out, perform, satisfy and discharge any brokersof its covenants, financial advisors agreements, undertakings, liabilities or comparable other persons retained obligations under this Agreement or employed under any of the documents and materials delivered by it in connection with the transaction contemplated by Seller pursuant to this Agreement; (c) any Losses suffered Any Claims of third parties against the Buyer relating to or incurred by such Buyer Indemnitee in connection with any claim for arising out of the repayment ownership, occupation and/or operation of hire the Business, the Acquired Assets, or damages in relation to the Vessel for periods prior to Premises, before (but not on or after) the ClosingClosing Date, including the Excluded Liabilities and excluding the Assumed Liabilities; (d) all federal, state, foreign and local income tax liabilities attributable The failure to Igloo Corp comply with any applicable bulk sales or the Vessel prior to the Closing Datebulk transfer laws; (e) Any Claims arising out of the cost of remediating any Covered Environmental Lossesof the Premises if and as required by applicable Environmental, Health and Safety Laws and to the extent that Seller is notified by Buyer the Hazardous Materials addressed through such remediation were released or threatened to be released to the environment as of any such Covered Environmental Losses within five (5) years after the Closing Date; orand (f) Any Claim brought by any Losses, suffered Person or incurred by such Buyer Indemnitee as a result Governmental Authority arising out of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as matters referred to in this Section 10.1. A claim for indemnification under this Section 10.1, except under Section 10.1(a) above, may be made regardless of whether or not the matter giving rise to such terms are defined claim would constitute a breach of a representation or warranty made in the Charter).this Agreement or any Exhibit, Schedule, certificate or other document delivered pursuant hereto. UNITED STATES

Indemnity by Seller. Following the Closing, Seller shall, jointly and severally, be liable for, and shall hereby agrees to indemnify, defend and hold harmless BuyerBuyer and its directors, OLLC and each of their respective officers, directors, employees, agents and representatives affiliates (the “"Buyer Indemnitees”") against and in respect of, and pay and reimburse the Buyer Indemnitees for, all liabilities, damages, losses (other than diminution of value), expenses, and costs (including reasonable attorneys' and accountants' fees and expenses), whether or not resulting from and against: third party claims, net of any insurance proceeds received (collectively, "Buyer Losses"), as a result of or arising out of (a) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any the inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, warranty made by Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; herein (b) any fees, expenses breach or other payments incurred nonfulfillment after the Closing of any agreement or owed by covenant of Seller contained herein or in any agreement or instrument required to any brokers, financial advisors or comparable other persons retained or employed by it be entered into in connection with herewith that survives the transaction Closing; (c) any lawsuit or claim by any shareholder of Seller in its capacity as a shareholder of Seller relating to or in any way arising out of the transactions contemplated by this Agreement; , except to the extent any such lawsuit or claim arises from a breach of this Agreement by Xxxxx. Seller shall be required to indemnify and hold harmless the Buyer Indemnitees under this Section 6.2 with respect to a particular Buyer Loss attributable or arising out of any breach of the representations or warranties of Seller under this Agreement only in the event that the aggregate amount of all Buyer Losses theretofore incurred exceeds the amount of $150,000 (cthe "Basket"). In the event that the aggregate amount of Buyer Losses exceeds such Basket, all Buyer Losses, including Buyer Losses taken into account for purposes of determining whether such Basket has been met, will be subject to indemnification. In no event shall the amount of Buyer Losses required to be indemnified by Seller under the provisions of this Section 6.2 exceed $1,500,000. Nothing in the preceding three sentences shall limit Seller's liability under this Section 6.2 for Buyer Losses attributable or arising out of any fraud by Seller. The indemnification provided for in this Section 6.2 shall terminate on August 16, 2003 (and no claims shall be made by any Buyer Indemnitee under this Section 6.2 thereafter) except that: (i) any Buyer Loss of which any Buyer Indemnitee has notified Seller in accordance with the requirements of Section 6.4 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 6.2, as to which the obligation of Seller shall continue until the liability of Seller shall have been determined pursuant to this Section 6.2 or Seller shall have reimbursed the Buyer Indemnitees for the full amount of such Buyer Loss in accordance with this Section 6.2; (ii) the indemnification and payments by Seller shall continue until the expiration of the applicable statute of limitations as to Buyer Losses suffered attributable to or incurred arising out of any fraud by Seller; and (iii) the indemnification and payments by Seller shall continue until the expiration of the applicable statute of limitations as to Buyer Losses attributable to or arising out of a breach of any representations or warranties of Seller contained in Sections 3.2, 3.5 or 3.6 of this Agreement; provided, however, that a Buyer Indemnitee shall not be entitled to indemnification from Seller in the event that the subject claim for indemnification relates to any claim and such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation delayed giving notice thereof to Seller to such an extent as to cause material prejudice to the Vessel for periods prior defense of such claim. The indemnity provided by this Section 1.4 is subject to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter).Section 1.4.5

Indemnity by Seller. Following (a) The Seller shall indemnify the ClosingAdministrative Agent, the Co-Administrative Agent, the Facility Agents, the Purchasers, the Support Providers and the XX Xxxxx and their respective assigns, officers, directors and employees (each, an “Indemnified Party”) against all liabilities, claims, damages, costs, expenses, or losses (“Losses”) associated with the Facility, excluding, however, (i) Losses to the extent resulting from the gross negligence or willful misconduct of the Indemnified Party or the Indemnified Party’s breach of contract under any Transaction Document or any document delivered pursuant to any of the Transaction Documents, (ii) recourse (except as provided in this Agreement) for uncollectable Receivables or (iii) Losses that are due to or relate to Taxes (which are addressed in Section 10.02). Without limiting the foregoing, the Seller shallshall indemnify the Indemnified Parties for all Losses resulting from: (i) False or incorrect representations, jointly warranties or certifications of any Xxxxxxxx Party in any Transaction Document or any document delivered pursuant to any of the Transaction Documents; (ii) Failure by any Xxxxxxxx Party to comply with applicable law, rules or regulations related to the Receivables; (iii) Failure to vest in the Administrative Agent (for the benefit of the Purchasers and severallythe XX Xxxxx) a first priority perfected ownership or security interest in the Receivables, be liable forthe Related Security and the Collections, free and shall indemnifyclear of any Liens; (iv) Failure to file, defend and hold harmless Buyeror delay in filing, OLLC and each any financing statements or similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Receivables, the Related Security or the Collections; (v) Any dispute, claim or defense of an Obligor (other than discharge in bankruptcy) to the payment of any Receivable including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid or binding obligation of such Obligor, or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto, or any adjustment, cash discount, warranty, rebate, return of product or cancellation with respect to such Receivable; (vi) Failure by any Xxxxxxxx Party to perform any of their respective officers, directors, employees, agents and representatives (duties or other obligations or comply with any of their respective covenants under the “Buyer Indemnitees”) from and against:Transaction Documents; (avii) any LossesAny products liability, suffered personal injury or incurred damage suit, environmental or other claim by such Buyer Indemnitee by reason of, an Obligor or other third party arising out of the goods or otherwise services which are the subject of any Receivable; (viii) Any third party investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, or the use of proceeds of Purchases under this Agreement or the draw under any Letter of Credit, or in respect of any inaccuracy in, breach Receivable; (ix) Commingling of Collections with any other funds of any representation Xxxxxxxx Party or warrantyany set-off against Collections by any credit card servicers; (x) Third party claims arising from the Seller’s, any Originator’s or a failure to perform or observe fully the Servicer’s administration of the Receivables; (xi) The sale of any covenant, agreement or obligation of, Seller Receivable in or under this Agreement or in or under violation of applicable Law; (xii) Any setoff by any document, instrument or agreement delivered Obligor; (xiii) Any Letter of Credit issued pursuant to this Agreement or the use of the proceeds thereof by Sellerthe applicable beneficiary or any affiliate, agent, employee or assignee thereof; (bxiv) The failure of the Seller or any feesOriginator to pay when due any sales, expenses excise, business and occupation, property or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it similar taxes payable in connection with the transaction contemplated by this AgreementReceivables; (cxv) Any action or omission by any Losses suffered Xxxxxxxx Party which reduces or incurred by impairs the rights of the Administrative Agent, the Co-Administrative Agent, the Facility Agents, the Purchasers or the XX Xxxxx with respect to any Receivable and the Related Security and Collections with respect thereto or the value of any such Buyer Indemnitee in connection Receivable and the Related Security and Collections with any claim for the repayment of hire or damages in relation to the Vessel for periods prior to the Closingrespect thereto; (dxvi) all federalAny dispute, state, foreign suit or claim arising out of any provision in any Contract restricting or prohibiting sale and local income tax liabilities attributable to Igloo Corp or assignment of the Vessel prior to the Closing Daterelated Receivables; (exvii) any Covered Environmental Losses, to Overstatement of the extent that Seller is notified by Buyer balance of any such Covered Environmental Losses within five (5) years after Receivable due to provisions of the Closing Daterelated Contract relating to retainage, data assumptions, cash on delivery sales, or xxxx and hold sales, or other similar provisions of comparable effect; orand (fxviii) any LossesAny dispute, suffered suit or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation claim arising out of the FSRU (efforts to collect on a Reassigned Receivable. Except as such terms set forth in Section 10.01(a)(xiv) above, all obligations of the Seller with respect to Taxes are defined addressed in the Charter)Section 10.02.

Indemnity by Seller. Following Seller and the Closing, Seller shall, Xxxxxx shall jointly and severally, be liable for, and shall indemnify, defend severally indemnify and hold harmless BuyerPurchaser, OLLC the Target Companies, and each of their respective employees, officers, directors, employeesattorneys, agents and representatives (the “Buyer IndemniteesPurchaser Indemnified Parties”) from and againstagainst any costs or expenses (including attorneys’, experts’ and consultants’ fees), judgments, fines, penalties, losses, claims, Liabilities and damages (collectively, “Losses”) that are the result of, arise out of or relate to: (ai) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, warranty or a failure to perform any covenant made by or observe fully any covenant, agreement or obligation of, on behalf of Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (cii) any Losses suffered Excluded Assets or incurred by such Buyer Indemnitee in connection with Excluded Liabilities; (iii) any claim for the repayment Liabilities of hire Seller, Parent or damages in relation All Access to the Vessel extent not related to Cash & Go; (iv) any Liabilities not included in the November Balance Sheet or accrued in the Ordinary Course of Business thereafter, other than Liabilities with respect to (A) matters specifically addressed in the representations and warranties in Article 2 of this Agreement; and (B) Taxes, licenses and permits and employee matters which are separately addressed elsewhere in this Agreement; (v) Taxes, whether Known or not, owed by (a) the Target Companies for periods prior to and including the Closing in excess of amounts accrued on the November Balance Sheet, (b) the Target Companies, Purchaser or Seller as a result of the Seller Reorganization Transactions or any of the transactions related to the Excluded Assets and the Excluded Liabilities, and (c) except as provided in Section 8.2 of this Agreement, the Target Companies, Purchaser or Seller as a result of the sale of the Membership Interests pursuant to this Agreement (collectively, “Specified Tax Losses”) ; provided, that, any obligation of Seller and the Xxxxxx in respect of Specified Tax Losses under clause (a) shall be reduced by the amount, if any, of (A) any 2011 overpayment of Taxes for such periods prior to or including the Closing by the Target Companies that results in a Tax refund or reduction in Taxes paid by such Target Companies following the Closing;, and (B) any 2011 net tax benefit to Purchaser associated with the Target Companies; and (dvi) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp any Liabilities in respect of (a) employee claims by employees of the Target Companies or the Vessel Cash America S.A. de C.V. arising during or in respect of any period prior to the Closing Date; ; (eb) any Covered Environmental Losses, to employee claims by employees of the extent that Seller is notified by Buyer Target Companies or Cash America S.A. de C.V. arising during or in respect of any such Covered Environmental Losses period within five thirty (530) years after Days following the Closing Date; or Date related to termination and/or severance and (fc) any Losses, suffered or incurred employee claims by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation employees of the FSRU Target Companies or Cash America S.A. de C.V. who do not become Continuing Employees as contemplated by Section 8.7 (as such terms are defined in the Chartercollectively, “Specified Employee Losses”).

Indemnity by Seller. Following 3.1 As a material inducement for Purchaser to enter into this Agreement and purchase the ClosingInterest as provided herein, Seller shall, jointly hereby covenants and severally, be liable for, and shall agrees to indemnify, defend and hold harmless BuyerPurchaser, OLLC its successors and each of their respective officersassigns, directorsharmless, employees, agents and representatives (the “Buyer Indemnitees”) from and againstagainst any and all claims, liabilities, losses, deficiencies and damages, as well as reasonable expenses (including attorney's, consulting and engineering fees), and interest and penalties related thereto, incurred by Purchaser or its successors or assigns, by reason of or resulting from any breach, inaccuracy, incompleteness or non-fulfillment of the following representations, warranties, covenants and agreements of Seller contained in this SECTION 3.1: (a) any LossesSeller is a duly organized and validly existing limited liability company organized under the laws of the State of New York, suffered or incurred is duly authorized to transact business in the State of New York, has all requisite power and authority to execute and deliver this Agreement and all other documents and instruments to be executed and delivered by such Buyer Indemnitee by reason ofit hereunder, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure and to perform or observe fully any covenant, agreement or obligation of, its obligations hereunder and under such other documents and instruments in order to sell the Interest in accordance with the terms and conditions hereof. All necessary actions of Seller in or under to confer such power and authority upon the persons executing this Agreement or in or under any document, instrument or agreement delivered pursuant to and all documents which are contemplated by this Agreement by Seller;on its behalf have been taken. (b) any feesThis Agreement, expenses or other payments incurred or owed when duly executed and delivered, will be the legal, valid and binding obligation of Seller, enforceable in accordance with the terms of this Agreement. The performance by Seller of its duties and obligations under this Agreement and the documents and instruments to any brokers, financial advisors or comparable other persons retained or employed be executed and delivered by it hereunder will not conflict with, or result in connection with a breach of, or default under, any provision of any of the transaction contemplated organizational documents of Seller or the Partnership or any agreements, instruments, decrees, judgments, injunctions, orders, writs, laws, rules or regulations, or any determination or award of any court or arbitrator, to which Seller or the Partnership is a party or by this Agreement;which its assets are or may be bound. (c) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim for Annexed hereto as SCHEDULE "B" is a true, complete and correct copy of the repayment Partnership Agreement. Annexed hereto as SCHEDULE "C" is a filed copy of hire or damages in relation to the Vessel for periods prior to certificate of limited partnership of the Closing;Partnership. (d) Seller has good and marketable title to the entire Interest, free of all liens and encumbrances whatsoever. (e) The Partnership is duly organized and validly existing limited partnership organized under the laws of the State of New York, is duly organized to transact business in the State of New York, and has all requisite power and authority to own the Property and to conduct and transact its business. (f) The financial statements, including the income and expense statements and the balance sheets of the Partnership and its affiliates with respect to the Property only, all of which are attached hereto as SCHEDULE "D" (collectively, the "PROPERTY FINANCIALS"), are, to the knowledge of Seller, true, correct and complete in all material respects and represent the financial position of the Partnership as of such dates and the results of operations and cash flows of the Partnership for such respective periods. (g) Neither Seller nor, to the knowledge of Seller, the Partnership have made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by creditors, suffered the appointment of a receiver to take possession of all, or substantially all, of their respective assets, suffered the attachment or other judicial seizure of all, or substantially all, of their respective assets, admitted in writing its inability to pay their debts as they come due or made an offer of settlement, extension or composition to their creditors generally. (h) Seller and, to the knowledge of Seller, the Partnership have paid all Taxes (as hereinafter defined) due and payable prior to the Closing and timely filed all returns and reports required to be filed prior to the Closing with respect to the Partnership and the ownership and operation of the Interest and the Property. Each such tax return or report is true and correct in all material respects. Seller and, to the knowledge of Seller, the Partnership have paid or provided for a reserve for all Taxes related to the period ending on the Closing Date but required to be paid after the Closing Date with respect to the Partnership, the Interest and the operation of the Property. To the knowledge of Seller, there are no audits or other proceedings by any governmental authorities pending or threatened with respect to the Taxes resulting from the ownership and operation of the Property. To the knowledge of Seller, no assessment of Taxes is proposed against the Partnership or the Interest. To the knowledge of Seller, neither Seller nor the Partnership are party to, and have no liability under, any indemnification, allocation or sharing agreement with respect to Taxes. "TAXES" means all federal, state, county, local, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer other taxes of any such Covered Environmental Losses within five kind whatsoever (5) years after the Closing Date; or (f) including, without limitation, income, profits, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, license, stamp, environmental, withholding, employment, unemployment compensation, payroll related and property taxes, import duties and other governmental charges or assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to tax or interest, and penalties with respect thereto, and including expenses associated with contesting any Losses, suffered or incurred by such Buyer Indemnitee as a result of proposed adjustment related to any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)foregoing.

Indemnity by Seller. Following To induce Buyer and Seller to enter into this Agreement and to consummate the Closingtransactions contemplated thereby, Seller shallagrees that, jointly subject to the limitations set forth in Section 7.3, from and severally, be liable for, and after the Closing Date Seller shall indemnify, defend indemnify and hold Buyer harmless Buyer, OLLC and each of their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against, and agree to promptly defend Buyer from and reimburse Buyer for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including, without limitation, reasonable attorneys’ fees and other reasonable legal costs and expenses, including without limitation, those incurred in connection with any suit, action or other proceeding) (“Losses”) which Buyer may at any time, subject to the terms of Section 7.3 hereof, suffer or incur, or become subject to, as a result of or in connection with: (a) any Losses, suffered inaccuracy in or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, and warranty made by Seller in or under this Agreement or in or under any document, instrument or agreement closing document delivered pursuant to Buyer in connection with this Agreement by SellerAgreement; (b) any feesbreach by Seller of, expenses or other payments incurred or owed failure by Seller to comply with, any brokersof its covenants or obligations under this Agreement (including, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by without limitation, its obligations under this AgreementArticle 7); (c) the failure to discharge when due any Losses suffered Liability or incurred by such Buyer Indemnitee in connection with obligation of Seller other than the Assumed Liabilities, or any claim for the repayment of hire against Buyer with respect to any such Liability or damages in relation to the Vessel for periods prior to the Closingobligation or alleged Liability or obligation; (d) all federalany claims by parties other than Buyer to the extent caused by acts or omissions of Seller on or prior to the Closing Date, stateincluding, foreign and local income tax liabilities attributable to Igloo Corp without limitation, claims for Losses which arise or arose out of Seller’s operation of the Vessel Business or by virtue of Seller’s ownership of the Acquired Assets on or prior to the Closing Date; (e) any Covered Environmental Losses, claims by third parties as to title for the Intellectual Property assigned to the extent that Seller is notified by Buyer as part of the Acquired Assets and any such Covered Environmental Losses within five claims for royalty payments thereto (5) years after except to the Closing Date; orUniversity of Texas pursuant to the Patent License Agreement); (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result claims arising out of any offhire Employee Pension Benefit Plan or any Employee Welfare Benefit Plan which Seller or an ERISA Affiliate has at any time and repair costs commencing from maintained or administered or to which Seller or any ERISA Affiliate has at any time contributed; or (g) any benefit accrued pursuant to any Employee Welfare Benefit Plan or Employee Benefit Plan at or prior to the nominated Start Closing Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)other than benefits payable under insurance policies constituting Acquired Assets.

Indemnity by Seller. Following From and after the Closing, Seller shall, jointly and severally, be liable forsubject to this Article IX, and other than with respect to matters relating to Taxes (provided that the foregoing exclusion shall indemnifynot apply to indemnification for Losses (i) resulting from the breach of, defend or inaccuracy, of the representations and hold harmless Buyerwarranties set forth in Section 3.13 or (ii) arising under Section 9.2(d)(i)), OLLC which shall be governed solely by Article VII, Purchaser and each of its Subsidiaries (including the Target Companies) and Affiliates and each of their respective directors, officers, directors, employees, agents agents, successors and representatives assigns (collectively, the “Buyer Indemnitees”"Purchaser Indemnified Parties") from will be indemnified and againstheld harmless by Seller from, against and in respect of all Losses of the Purchaser Indemnified Parties resulting from: (a) any Losses, suffered breach or incurred default in performance by such Buyer Indemnitee by reason of, arising out of or otherwise in respect Seller of any inaccuracy in, breach Post-Closing Covenant of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) (i) any feesbreach of, expenses or other payments incurred inaccuracy in, any representation or owed warranty made as of the Closing Date, as if made on the Closing Date, by Seller to in this Agreement and (ii) any brokers, financial advisors breach or comparable other persons retained or employed default in performance by it in connection with the transaction contemplated by this AgreementSeller of any Pre-Closing Covenant of Seller; (c) any Losses suffered and Liabilities of the Target Companies relating to (1) pre-Closing operations that do not arise out of or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation relate to the Vessel for periods PBM Business (including to the extent related to the Non-PBM Business), (2) any Actions brought by any third party arising out of, or relating to, the sales process undertaken by Seller to dispose of the PBM Business, (3) Medicare and Medicaid billing practices and procedures of the Target Companies prior to the Closing;, (4) the failure to obtain the Ohio State Insurance Approval and the Other Insurance Approvals or the terms of any such approvals if obtained or (5) any matters identified as the basis for sanctions imposed by Governmental Entities, identified by Governmental Entities as warranting a corrective action plan or other remediation, or identified in audits by Governmental Entities or by third parties or by the Target Companies, in each case, arising out of, or in connection with, the CMS Indemnity Matters, including any sanctions, corrective action plans, other remediation or claims by third parties (including clients) relating to any such matters (but solely, in the case of clause (5), with respect to out-of-pocket Losses (provided that "out-of-pocket" Losses shall include all payments to Governmental Entities and third parties, as well as any related fees and expenses); and (d) (i) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer Taxes of any such Covered Environmental Losses within five Person (5other than the Target Companies) years after imposed on the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee Target Companies as a result of any offhire time transferee liability or by operation of Law (without duplication of amounts described in Section 7.4(a)) and repair costs commencing from the nominated Start Date due to delays in the Mobilisation (ii) Losses and Liabilities of the FSRU (as such terms are defined in the Charter)Target Companies arising under escheat or similar Laws.

Indemnity by Seller. Following (a) From and after the Closing, Seller shall, jointly and severally, be liable for, and shall indemnify, defend indemnify and hold Buyer harmless Buyer, OLLC and each of their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against: against any liabilities, obligations, losses, damages, costs, charges or other expenses of every kind and character, including reasonable attorneys' fees and litigation expenses (aincluding costs of expert witnesses) any Lossesand disbursements (collectively, "Damages") arising after the Closing and actually suffered by or incurred by such Buyer Indemnitee by reason of, to the extent arising out of or otherwise in respect as a result of any (i) the inaccuracy in, breach of any representation or warrantywarranty or the breach, nonfulfillment or a failure to perform nonperformance of any covenant or observe fully any covenant, agreement or obligation of, of Seller in or under this Agreement or any other Transaction Document; (ii) any and all amounts which relate to liability for Taxes of the Company or any Subsidiary for any period or periods ending on or before the Closing Date, excluding any Taxes that are accrued and reflected as a liability on the Interim Balance Sheet or the Closing Balance Sheet or (iii) action by the Pennsylvania Department of Environmental Protection, Schuylkill County or Pine Grove Township for any malodor from the Landfill which occurred prior to Closing. Notwithstanding the foregoing, Seller shall not be required to indemnify or hold harmless Buyer with respect to any loss incurred by Buyer unless and until the aggregate amount of all Damages incurred by Buyer in or respect of which Seller would be liable to Buyer under any documentthis Section 13.1 exceeds $500,000 (in which case Seller shall be responsible for all such Damages, instrument or agreement delivered subject to the terms of this Agreement), and notwithstanding anything contained herein to the contrary, the aggregate amount required to be paid by Seller pursuant to this Agreement Section 13.1 shall not exceed seventy-five percent (75%) of the Closing Payment. Certain representations or warranties of Seller contained herein are qualified by Seller;"materiality" (such as, a representation that a certain condition or event has occurred or exists "in all material respects"). For purposes of determining, pursuant to Section 13.1(a), whether representations and warranties qualified by materiality are accurate or inaccurate, such representation or warranty will be deemed correct if all instances or circumstances of noncompliance, in the aggregate, result in Damages of less than $50,000. For the sake of clarity, this interpretation of the phrase "in all material respects" and of the word "material" shall not be used to interpret or modify the parties' obligations under any provision hereof other than as set forth in Section 13.1(a)(i), including without limitation the parties' obligations under Sections 9.1 and 10.1 hereof. (b) The indemnification provided for in Section 13.1 shall be limited to claims asserted and claim notices delivered within eighteen (18) months from and after the Closing Date; provided, however, that a claim that Seller has -------- ------- breached its representations and warranties made in Sections 5.15 and 5.16 hereof may be made at any feestime before the expiration of the statute of limitations that would be applicable to an action brought by the appropriate taxing authority with respect to the matters forming the basis for such claim. (c) The remedy provided by this Section 13.1, subject to the limitations set forth in this Article XIII, shall be Buyer's sole and exclusive remedy for the recovery of any damages, losses, deficiencies, liabilities, costs and expenses resulting from, relating to or other payments incurred arising out of any (i) misrepresentation or owed breach of warranty made by or on behalf of Seller in this Agreement or in any certificate delivered by Seller to pursuant hereto, (ii) non-fulfillment of any brokers, financial advisors agreement or comparable covenant on the part of Seller or (iii) any other persons retained or employed by it in connection with the aspect of any transaction contemplated by this Agreement; (c) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation to the Vessel for periods prior to the Closing;. (d) all federalNotwithstanding any other provision hereof, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior to the Closing Date;Seller shall have no liability in respect of any claim for indemnification under this Section 13.1: (ei) any Covered Environmental Losses, if and to the extent that Seller is notified by Buyer provision or reserve for or in respect of any the liability or other matter giving rise to such Covered Environmental Losses within five (5) years after claim has been made in the Interim Balance Sheet or the Closing Date; orDate Balance Sheet, and such liability has been taken into account in calculating the Closing Adjustment pursuant to Section 3.4 hereof; (fii) any Losses, suffered or incurred by if and to the extent that such Buyer Indemnitee claim arises as a result of any offhire time change in legislation that takes effect retrospectively; (iii) if and repair costs commencing to the extent that such claim is caused by or attributable to any voluntary act, omission, transaction or arrangement of Buyer, the Company or any Subsidiary from and after the nominated Start Date due Closing (provided that, for the sake of clarity, this provision shall not reduce Seller's obligations pursuant to delays in Section 13.1(a) hereof by reason of any breach of representation or warranty by Seller); or (iv) to the Mobilisation extent that Buyer, the Company or any Subsidiary is insured against any loss or damage suffered by it arising out of such breach or claim under the FSRU (as such terms are defined in the Charter)of any insurance policy.

Indemnity by Seller. Following the Closing, Seller shall, jointly and severally, be liable for, and Owner shall indemnify, defend indemnify and hold harmless Buyer, OLLC Purchaser and each of their respective officers, directors, employees, agents and representatives its Affiliates (the “Buyer "Purchaser Indemnitees”) "), harmless from and against: (a) any Losses, Damages suffered or incurred by such Buyer Indemnitee by reason ofarising out or as a result of any Liability of Seller and Owner, or any Affiliate of Seller and Owner, arising out of on or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure prior to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Sellerthe Closing Date (except for the Assumed Obligations); (b) any fees, expenses Damages suffered or other payments incurred because of the breach or owed inaccuracy of any representation or warranty made by Seller to any brokers, financial advisors or comparable other persons retained the Owner in this Agreement or employed by it in connection with the transaction contemplated by this AgreementOperative Documents; (c) any Losses suffered Damages based on, arising out of, or incurred resulting from the breach or failure or alleged breach or failure by such Buyer Indemnitee Seller or Owner to perform any agreement, covenant or other obligation contained in connection with this Agreement or in any claim for the repayment of hire or damages in relation to the Vessel for periods prior to the ClosingOperative Document; (d) all federalany Damages based on, statearising out of, foreign and local income tax liabilities or resulting from any employment relationship, or for any salary or other compensation or benefits attributable to Igloo Corp service or employment with Seller or any of its Affiliates (including any Employee Benefit Plan, all Liabilities to any Person under the Occupational Safety and Health Act ("OSHA"), all Liabilities under ERISA or the Vessel Code, and all Liabilities to any Governmental Body), attributable in each case arising or resulting from facts or circumstances existing on or prior to the Closing Date; (e) any Covered Environmental LossesDamages based on, arising out of, or resulting from the failure or alleged failure of Seller and Owner, or any Affiliate of Seller and Owner, to comply with Applicable Law, including any failure or alleged failure to comply with, or failure or alleged failure to take any remedial action arising under, any Environmental Law, in each case relating to the extent that Seller is notified by Buyer ownership, use and/or operation of any such Covered Environmental Losses within five (5) years after the Closing Date; orAssets and the operation of the Business on or prior to the date of Closing; (f) any LossesDamages based on, suffered arising out of, or resulting from the failure or alleged failure of Seller and Owner or any Affiliate of Seller and Owner, to pay or withhold any Tax or for failing or allegedly failing to accurately complete any return due with regard thereto, in each case relating to the ownership, use and/or operation of the Assets and the conduct of the Business on or prior to the Closing; (g) any Damages based on, arising out of, or resulting from the failure of Seller and Owner to pay when due any Tax triggered by, based on, arising out of, or attributable to the Transactions contemplated or effected hereunder; (h) any Damages based on, arising out of, or resulting from the Excluded Assets; and (i) the Transaction Expenses incurred by Seller and Owner. Notwithstanding anything to the contrary in this Section 7.2, Seller and Owner shall have no Liability to the Purchaser Indemnitees for breaches of representations or warranties unless and solely to the extent that the aggregate amount of Purchaser Indemnitee Damages resulting therefrom exceeds $25,000 and, after such Buyer $25,000 threshold is met, Seller and Owner shall have Liability to the Purchaser Indemnitees for all Purchaser Indemnitee as a result of any offhire time and repair costs commencing Damages resulting from the nominated Start Date due such breaches; provided, further, that such limitation shall not apply to delays in the Mobilisation Purchaser Indemnitee Damages for breaches of the FSRU (as representations and warranties contained in Sections 3.2, 3.3, 3.5, 3.7(a), 3.7(b), 3.11 and 3.14; or breaches of representations and warranties constituting fraud or intentional misrepresentation; and provided, further, such terms are defined in limitations shall not be interpreted to expand the Charter)amount or categories of Assumed Obligations.

Indemnity by Seller. Following In addition to indemnification provided elsewhere in this Agreement, effective as of the Closing and subject to Clause 10, Seller shall indemnify and hold harmless Purchaser, its Affiliates (including following the Closing, Seller shall, jointly the Group Companies) and severally, be liable for, and shall indemnify, defend and hold harmless Buyer, OLLC and each of their respective officersRepresentatives (collectively, directors, employees, agents and representatives (the “Buyer Indemnitees”"Purchaser Indemnified Parties") from and against: (a) 8.2.1 any Losses, and all Losses suffered or incurred by such Buyer Indemnitee by reason Purchaser Indemnified Parties that arise out of, arising out of relate to or otherwise in respect of result from: (a) any inaccuracy in, breach of Seller's Warranties (other than Tax Warranties which are governed by Schedule 11), it being understood and agreed that no materiality or similar qualifier in the relevant Seller's Warranties (other than as set forth in Part 6 of Schedule 12) shall be given any representation effect for the purpose of determining the existence or warranty, extent of the breach or a failure to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Sellerthe amount of Losses associated therewith; (b) any fees, expenses breach of or other payments incurred or owed failure by Seller to perform or fulfill any brokers, financial advisors of the covenants or comparable other persons retained or employed agreements required to be performed by it in connection with the transaction contemplated by Seller under this AgreementAgreement (excluding any breach of a Seller's Warranty); (c) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim for Unrelated Liabilities (the repayment of hire or damages in relation to the Vessel for periods prior to the Closing"Unrelated Liabilities Indemnity"); (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or any Pre-Closing Liabilities (the Vessel prior to the "Pre-Closing DateLiabilities Indemnity"); (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; orContinuing Group Guarantees; (f) any LossesPre-Closing Toxic Tort Liabilities; (g) any Pre-Closing Product Liabilities; or (h) any Pre-Closing FLSA Liabilities; or 8.2.2 the amount owed to the relevant customer under any Pre-Closing Home Center Customer Claims, suffered or together with all reasonable costs and expenses (including reasonable legal costs) in respect thereof, incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)relevant Group Company.

Indemnity by Seller. Following From and after the Closing, Seller shall, jointly and severally, be liable forsubject to this Article IX, and other than with respect to matters relating to Taxes (provided that the foregoing exclusion shall indemnifynot apply to indemnification for Losses (i) resulting from the breach of, defend or inaccuracy, of the representations and hold harmless Buyerwarranties set forth in Section 3.13 or (ii) arising under Section 9.2(d)(i)), OLLC which shall be governed solely by Article VII, Purchaser and each of its Subsidiaries (including the Target Companies) and Affiliates and each of their respective directors, officers, directors, employees, agents agents, successors and representatives assigns (collectively, the “Buyer IndemniteesPurchaser Indemnified Parties”) from will be indemnified and againstheld harmless by Seller from, against and in respect of all Losses of the Purchaser Indemnified Parties resulting from: (a) any Losses, suffered breach or incurred default in performance by such Buyer Indemnitee by reason of, arising out of or otherwise in respect Seller of any inaccuracy in, breach Post-Closing Covenant of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) (i) any feesbreach of, expenses or other payments incurred inaccuracy in, any representation or owed warranty made as of the Closing Date, as if made on the Closing Date, by Seller to in this Agreement and (ii) any brokers, financial advisors breach or comparable other persons retained or employed default in performance by it in connection with the transaction contemplated by this AgreementSeller of any Pre-Closing Covenant of Seller; (c) any Losses suffered and Liabilities of the Target Companies relating to (1) pre-Closing operations that do not arise out of or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation relate to the Vessel for periods PBM Business (including to the extent related to the Non-PBM Business), (2) any Actions brought by any third party arising out of, or relating to, the sales process undertaken by Seller to dispose of the PBM Business, (3) Medicare and Medicaid billing practices and procedures of the Target Companies prior to the Closing; , (d4) all federal, state, foreign the failure to obtain the Ohio State Insurance Approval and local income tax liabilities attributable to Igloo Corp the Other Insurance Approvals or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer terms of any such Covered Environmental Losses within five approvals if obtained or (5) years after any matters identified as the Closing Date; or basis for sanctions imposed by Governmental Entities, identified by Governmental Entities as warranting a corrective action plan or other remediation, or identified in audits by Governmental Entities or by third parties or by the Target Companies, in each case, arising out of, or in connection with, the CMS Indemnity Matters, including any sanctions, corrective action plans, other remediation or claims by third parties (fincluding clients) relating to any Lossessuch matters (but solely, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation case of the FSRU clause (5), with respect to out-of-pocket Losses (provided that “out-of-pocket” Losses shall include all payments to Governmental Entities and third parties, as such terms are defined in the Charterwell as any related fees and expenses).; and

Indemnity by Seller. Following the Closing, Seller shalland Stockholder shall and hereby do, jointly and severally, be liable for, and shall indemnify, defend and hold harmless Buyerand defend Purchaser, OLLC its Affiliates and each of their respective officers, directors, stockholders, employees, agents agents, representatives and representatives consultants (collectively, the “Buyer Indemnitees”"Indemnified Parties") at all times from and against:after the date of this Agreement, from and against any and all penalties, demands, damages, punitive damages, losses, loss of profits, liabilities, suits, costs, costs of any settlement or judgment, claims of any and every kind whatsoever, refund obligations (including, without limitation, interest and penalties thereon), remediation costs and expenses (including, without limitation, reasonable attorneys' fees), of or to any of the Indemnified Parties ("Damages"), which may now or in the future be paid, incurred or suffered by or asserted against the Indemnified Parties by any Person resulting or arising from or incurred in connection with any one or more of the following (provided that this Section 11 shall not apply to any items that have been expressly assumed by Purchaser under this Agreement): (a) any Lossesliability or claim for liability (whether in contract, suffered in tort or incurred by such Buyer Indemnitee by reason ofotherwise, arising out and whether or not successful) of or otherwise against Seller or Stockholder or related in respect any way to the Business or Assets of any inaccuracy in, breach of them (including any representation liability of Seller or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, Seller in or Stockholder under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (ball ERISA laws) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (c) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation to the Vessel for periods prior extent that such liability relates to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel Business prior to the Closing Date; (b) any liability or claim for liability (whether in contract, in tort or otherwise, and whether or not successful) related in any way to the Assets or the Business to the extent such liability arises in connection with any action, omission or event occurring on or prior to the Closing Date; (c) any liability or claim for liability (whether in contract, in tort or otherwise, and whether or not successful) related to any liens, obligations or encumbrances of any nature whatsoever against or in any way related to the Assets or the Business which have not been expressly assumed by Purchaser hereunder; (d) any liability or claim for liability (whether in contract, in tort or otherwise, and whether or not successful) related to the Taxes of Seller or Stockholder; (e) any Covered Environmental Lossesliability or claim for liability (whether or not successful) related to any lawsuit or threatened lawsuit or claim involving Seller or Stockholder, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; orincluding but not limited to, those items listed on Schedule 4.12 hereto; (f) any Lossesmisrepresentation, suffered breach of warranty or incurred by such Buyer Indemnitee as a result nonfulfillment of any offhire time and repair costs commencing covenant or agreement on the part of Seller or Stockholder under this Agreement or from any misrepresentation in or omission from any list, schedule, certificate or other instrument furnished or to be furnished to Purchaser pursuant to the nominated Start Date due to delays in the Mobilisation terms of this Agreement; (g) any liability or claim for liability against Purchaser or any of the FSRU Assets to the extent such liability or claim for liability arises in connection with the failure of Purchaser and Seller to comply with any applicable bulk transfer law; and (as such terms are defined in h) all actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including costs of court and reasonable attorneys' fees) incident to any of the Charter)foregoing.

Indemnity by Seller. Following the Closing, Seller shall, jointly and severally, be liable for, and shall indemnify, defend defend, reimburse and hold harmless Buyer and Buyer’s Affiliates (including, OLLC and each of without limitation, the Project Company), together with their respective officersmembers, shareholders, managers, directors, officers, employees, agents agents, advisors, attorneys, accountants and representatives consultants (the each a “Buyer IndemniteesIndemnified Party”) from and against: against any and all claims, damages, penalties, awards, settlement payments, losses, Liabilities, costs, deficiencies and expenses (aincluding reasonable investigative costs, settlement costs and any reasonable outside legal, accounting or other expenses for investigating or defending any actions or threatened actions) (collectively, the “Losses”) to which any LossesBuyer Indemnified Party becomes subject, suffered or incurred by such Buyer Indemnitee by reason of, arising which Losses arise out of or otherwise are incurred in respect connection with any of the following: 8.1.1 any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully warranty made by Seller in this Agreement; 8.1.2 any breach of any covenant, agreement or obligation of(and, for the avoidance of doubt, not including any of the representations or warranties) of Seller contained in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (c) 8.1.3 any Losses suffered fraud, intentional misrepresentation or incurred willful misconduct by such Buyer Indemnitee Seller in connection with this Agreement or the Transactions; 8.1.4 any claim for claims, actions or suits made by third parties (before or after the repayment of hire or damages in relation Closing Date) against any Buyer Indemnified Party to the Vessel extent related to the acts or omissions of Seller; 8.1.5 the Project Company Pre-Closing Liabilities; 8.1.6 any Taxes of the Project Company, and any Taxes to which the Assets of the Project Company may be subject, assessed or otherwise encumbered, in each instance with respect to taxable periods or portions thereof ending on or before the Closing Date; 8.1.7 any amounts paid by Buyer to account for periods any increased costs under the Landfill Gas Purchase Agreement or otherwise required by Charlotte County associated with the Project Company’s return of condensate from the Project to the Xxxxx Road Landfill leachate collection system resulting from the Project’s continued operation after the Closing Date in accordance with Industry Practices assuming no material increase in the average daily volume of condensate returned to such collection system by the Project as compared to the twelve months prior to the Closing; Closing Date, it being understood and agreed that Seller shall have no obligations hereunder for any increased costs associated with an increase in the average daily volume of condensate returned to the collection system by the Project in excess of the average daily condensate volumes returned during the twelve (d12) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel month period prior to the Closing Date; (e) 8.1.8 any Covered Environmental Losses, to the extent that Seller is notified amounts paid by Buyer of any such Covered Environmental Losses within five (5) years or the Project Company after the Closing Date; or Date with respect to any obligation that arises under the FP&L Payment Agreement or any payment obligation under the Interconnection Agreement arising on or before the Closing Date or any bonding obligation under the Interconnection Agreement (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due pursuant to delays in the Mobilisation Section 6.3 of the FSRU (as such terms are defined in Interconnection Agreement), including, without limitation under the Charter)provisions of Section 2.9; and 8.1.9 any amounts paid by Buyer or the Project Company after the Closing Date with respect to a recapture of the Section 1603 Grant or portion thereof caused by Seller.

Indemnity by Seller. Following the Closing, 11.4.1 Seller shall, jointly and severally, be liable for, and shall indemnify, protect, defend and hold harmless Buyer, OLLC and each of their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) Purchaser from and against: against any and all actions, suits, claims, liabilities, damages, losses, costs and expenses, including attorneys' fees, resulting from (a) any Losses, suffered or incurred representations made by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or made in any document or under any document, instrument or agreement certificate delivered pursuant to this Agreement by Seller; which are materially inaccurate or misleading, (b) any fees, expenses material breach of any of Seller's warranties made in this Agreement or other payments incurred any document or owed by Seller certificate delivered pursuant to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; , (c) any Losses suffered liability of the Seller imposed upon Purchaser as a transferee of the Property, except to the extent expressly assumed by Purchaser under this Agreement, (d) any breach or incurred default in the performance or observance by Seller of any of the covenants or other obligations which Seller is to perform or observe under this Agreement, or (e) any obligations or liabilities related to or arising under any Contract prior to the Closing (collectively, "Indemnified Matters"). 11.4.2 Should any claim be made by a person not a party to this Agreement with respect to any matter to which the indemnity set forth in this Section 11.4 relates, Purchaser shall promptly give Seller written notice of any such Buyer Indemnitee claim, and Seller shall thereafter defend or settle any such claim, at its sole expense, on its own behalf and with counsel of its selection; provided, however, that Seller's counsel shall be competent counsel experienced in the type of litigation or claim at issue and shall be acceptable to Purchaser, acting reasonably. Upon Seller's assumption of the defense of any claim against Purchaser pursuant to Seller's indemnity, Purchaser shall have the right to participate in the defense or settlement of the claim with counsel retained and paid by it, and Seller shall cause the attorneys retained by it to consult and cooperate fully with counsel for Purchaser. In such defense or settlement of any claims, Purchaser shall provide Seller with originals or copies of all relevant documents and provide its utmost cooperation with and assistance to Seller, at no expense to Purchaser. Notwithstanding any provision of this Section 11.4 to the contrary, Seller shall not enter into any settlement or agreement in connection with any claim Indemnified Matters binding upon or adversely affecting Purchaser, or admit any liability or fact in controversy binding upon or adversely affecting Purchaser, without Purchaser's prior written consent in Purchaser's sole discretion. 11.4.3 For purposes of this Section 11.4, the term "material," which is used in Section 11.4.1 (a) and (b), shall mean one or more events having, in the aggregate, an objective value of at least Twenty Five Hundred Dollars ($2,500.00) (the "Indemnification Threshold"). Until the Indemnification Threshold is met, Seller shall not be obligated to indemnify Purchaser for an event or series of events described in Section 11.4.1 (a) or (b). Once an event or series of events described in Section 11.4.1 (a) and (b) exceeds the repayment of hire or damages in relation to the Vessel Indemnification Threshold, Seller shall promptly undertake its indemnification obligations and, further, shall reimburse Purchaser for periods any and all losses, costs and expenses suffered by Purchaser prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or time that the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the Charter)Indemnification Threshold was met.

Indemnity by Seller. Following the Closing, (i) Seller shall, jointly and severally, be liable for, and shall indemnify, defend agrees to indemnify and hold harmless Buyer, OLLC and each of their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) Indemnified Parties from and against: (a) , and to reimburse the Buyer Indemnified Parties on demand with respect to, any Lossesand all loss, suffered or damage, liability, claims, cost and expense, including reasonable attorneys’, accountants’ and experts’ fees, incurred by such the Buyer Indemnitee Indemnified Parties by reason of, of or arising out of or otherwise in respect of any inaccuracy in, connection with (i) the breach of any representation or warranty contained in Article 3 hereof or the representations and warranties made by Seller in the other Acquisition Agreements; provided however, that if any such representation or warranty is not qualified as to materiality, then this indemnification shall only apply in the event of a material breach of such representation or warranty; (ii) the failure of Seller to perform any agreement required by any Acquisition Agreement to be performed by it; and (iii) the Excluded Liabilities. (ii) Buyer agrees to give prompt notice to Seller of the allegation by any third party of the existence of any liability, obligation, contract, other commitment or state of facts referred to in this Section 12(b), except that a failure to perform or observe fully any covenant, agreement or obligation ofprovide such prompt notice shall not be a defense against a claim for indemnity unless Seller can demonstrate that it was materially prejudiced by the failure to provide such notice. (iii) Except as provided in Section 12(g), Seller shall be entitled to control the contest, defense, settlement or compromise of any such claim (including engagement of counsel in or under this Agreement or in or under any documentconnection therewith), instrument or agreement delivered pursuant to this Agreement by Seller; (b) any feesat its own cost and expense, expenses or other payments incurred or owed by Seller to any brokersincluding the cost and expense of attorneys’, financial advisors or comparable other persons retained or employed by it accountants’ and experts’ fees in connection with such contest, defense, settlement or compromise; provided that Seller provides Buyer with written notice of its election to control such contest, defense, settlement or compromise within ten days of Buyer’s delivery of notice to Seller of its intention to seek indemnification hereunder, and Buyer shall have the transaction contemplated by this Agreement; (c) right to participate in the contest, defense, settlement or compromise of any Losses suffered or incurred by such Buyer Indemnitee claim at its own cost and expense, including the cost and expense of attorneys’, accountants’ and experts’ fees in connection with such participation; provided, however, that, Seller shall not settle or compromise any such claim for that would affect the repayment future operation of hire or damages in relation the Business by Buyer without the prior written consent of Buyer. (iv) If prior to sixty (60) months after the Closing Date (y) the Securities and Exchange Commission shall make a specific final finding that there has been a material accounting error with respect to the Vessel for periods prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel Business prior to the Closing Date; Date (e“SEC Accounting Error”) any Covered Environmental Lossesand (z) based on the specific facts in the SEC Accounting Error, the DCAA asserts a claim against Buyer, then subject to the extent that Indemnity Deductible and the Indemnity Cap Seller is notified by will indemnify and hold Buyer of any harmless with respect to such Covered Environmental Losses within five (5claim in accordance with this Section 12(b) years after the Closing Date; or (f) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation of the FSRU (as such terms are defined in the CharterSection 12(g).

Indemnity by Seller. Following (a) The Seller shall indemnify the ClosingAdministrative Agent, the Facility Agents, the Purchasers, the Support Providers and the XX Xxxxx and their respective assigns, officers, directors and employees (each, an “Indemnified Party”) against all liabilities, claims, damages, costs, expenses, or losses (“Losses”) associated with the Facility, excluding, however, (i) Losses to the extent resulting from the gross negligence or willful misconduct of the Indemnified Party or (ii) recourse (except as provided in this Agreement) for uncollectable Receivables. Without limiting the foregoing, the Seller shallshall indemnify the Indemnified Parties for all Losses resulting from: (i) False or incorrect representations, jointly warranties or certifications of the Seller, the Originator, the Servicer or the Parent in any Transaction Document or any document delivered pursuant to any of the Transaction Documents; (ii) Failure by the Seller, the Originator, the Servicer or the Parent to comply with applicable law, rules or regulations related to the Receivables; (iii) Failure to vest in the Administrative Agent (for the benefit of the Purchasers and severallythe XX Xxxxx) a first priority perfected ownership or security interest in the Receivables (other than the rights which arise therein in the case of Oil and Gas Lien Receivables and the rights of any Depositary Bank therein which arise under a Blocked Account Agreement); (iv) Failure to file, be liable foror delay in filing, and shall indemnifyany financing statements or similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Receivables, defend and hold harmless Buyerthe Related Security or the Collections; (v) Any dispute, OLLC and each claim or defense of an Obligor (other than discharge in bankruptcy) to the payment of any Receivable including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid or binding obligation of such Obligor, or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto, or any adjustment, cash discount, rebate, return of product or cancellation with respect to such Receivable; (vi) Failure by the Seller, Originator, the Servicer or the Parent to perform any of their respective officers, directors, employees, agents and representatives (duties or other obligations or comply with any of their respective covenants under the “Buyer Indemnitees”) from and against:Transaction Documents; (avii) any LossesAny products liability, suffered environmental or incurred other claim by such Buyer Indemnitee by reason of, an Obligor or other third party arising out of the goods or otherwise services which are the subject of any Receivable; (viii) Any third party investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, or the use of proceeds of Purchases under this Agreement or the draw under any Letter of Credit, or in respect of any inaccuracy inReceivable; (ix) Commingling of Collections with any other funds of the Seller, breach Originator, the Servicer or the Parent; (x) Third party claims arising from the Seller’s, Originator’s or the Servicer’s administration of the Receivables; (xi) The sale of any representation or warrantyReceivable in violation of applicable Law; (xii) Any setoff by any Obligor, or any net-outs under a failure to perform or observe fully Net-Out Agreement and any covenant, agreement or obligation of, Seller in or netting under this Agreement or in or under any document, instrument or agreement delivered master netting agreements; (xiii) Any Letter of Credit issued pursuant to this Agreement or the use of the proceeds thereof by Sellerthe applicable beneficiary or any affiliate, agent, employee or assignee thereof; (bxiv) The failure of the Seller or Originator to pay when due any feessales, expenses excise, motor fuel, business and occupation, property or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it similar taxes payable in connection with the transaction contemplated by this AgreementReceivables; (cxv) Any interest any Losses suffered Person may acquire in any Receivable or incurred by such Buyer Indemnitee in connection any Collections or Related Security with respect thereto pursuant to any claim for the repayment of hire or damages in relation to the Vessel for periods prior to the Closing;Oil and Gas Act; and (dxvi) all federalAny dispute, state, foreign and local income tax liabilities attributable to Igloo Corp suit or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer claim arising out of any such Covered Environmental Losses within five (5) years after the Closing Date; or (f) provision in any Losses, suffered Contract restricting or incurred by such Buyer Indemnitee as a result of any offhire time prohibiting sale and repair costs commencing from the nominated Start Date due to delays in the Mobilisation assignment of the FSRU (as such terms are defined in the Charter)related Receivables.

Indemnity by Seller. Following the Closing, Seller shall, jointly and severally, be liable for, and shall indemnify, defend and hold harmless Buyer, OLLC and each of their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against:of (a) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller; (b) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement; (c) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages in relation to the Vessel for periods prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp the Subsidiaries or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date; or; (f) any Losses, suffered or incurred by such Buyer Indemnitee by reason of the Acceptance Minimum Requirements (as such term is defined in the Charter) not being satisfied; (g) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs associated with the Performance Tests (as such term is defined in the Charter); and (h) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Scheduled Delivery Date due to delays in the Mobilisation of the FSRU Project (as such terms are defined in the Charter)) and any delays in completing the process of outfitting the Vessel with all materials, personnel and equipment required to perform FSRU services as contemplated under the Charter.

Indemnity by Seller. Following (a) Subject to the provisions of Section 12.1 hereof relating to the survival of representations and warranties and the other limitations contained herein, from and after the Closing, Seller shall, jointly and severally, be liable for, and shall agrees to indemnify, defend and hold harmless BuyerBuyer and its Affiliates, OLLC and each of their respective officers, directors, employees, agents and representatives stockholders (collectively, the “"Buyer Indemnitees”") against the net amount of all claims, losses, liabilities, damages, deficiencies, costs and expenses, including without limitation, losses resulting from the defense, settlement and/or compromise of a claim and/or demand and/or assessment, reasonable attorneys', consultants', accountants' and against: expert witnesses' fees, costs and expenses of investigation, and the costs and expenses of enforcing the indemnification provided hereunder (ahereafter individually a "Loss" and collectively "Losses") any Losses, suffered or incurred by such any of the Buyer Indemnitee by reason of, Indemnitees (after deduction of the amount of any insurance proceeds recoverable and net of any tax benefit) and arising out of or otherwise in respect of relating to: (i) all Excluded Liabilities; (ii) any inaccuracy in, misrepresentation or breach of any representation or warranty, warranty made by Seller in this Agreement or a failure any other document and instrument executed or to perform or observe fully be executed pursuant to this Agreement; and (iii) any breach of any covenant, agreement or obligation ofof Seller contained in this Agreement. Notwithstanding the foregoing, Seller in damages shall constitute Losses for the purpose of this Section 12.2 only to the extent of the direct damages incurred (excluding consequential damages, whether or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by Seller;not foreseeable). (b) any fees, expenses or other payments incurred or owed by Seller shall not be required to indemnify Buyer Indemnitees with respect to any brokersclaim for indemnification resulting from or arising out of matters described above pursuant to Section 12.2(a)(ii), financial advisors or comparable other persons retained or employed by it unless and until the aggregate amount of all claims against Buyer Indemnitees exceeds two percent (2%) of the Purchase Price and then only to the extent such aggregate amount exceeds one percent (1%) of the Purchase Price. Claims thereafter may be asserted regardless of amount; provided, however, that Seller's maximum liability to Buyer Indemnitees under this Section 12.2 shall not exceed: (1) in connection with the transaction contemplated by this Agreementcase of Five Year Matters, 100% of the Purchase Price in the aggregate; (c2) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim the case of Two Year Matters, 25% of the Purchase Price in the aggregate for the repayment of hire or damages in relation to the Vessel for periods prior to the Closing; (d) all federal, state, foreign and local income tax liabilities attributable to Igloo Corp or the Vessel prior to the Closing Date; (e) any Covered Environmental Losses, to the extent that Seller is notified by Buyer of any such Covered Environmental Losses within five (5) years first year after the Closing DateDate and 10% of the Purchase Price in the aggregate thereafter; orand (f3) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs commencing from the nominated Start Date due to delays in the Mobilisation case of all other matters, 20% of the FSRU (as such terms are defined Purchase Price in the Charter)aggregate; provided, further, that in no event shall Seller's maximum liability hereunder exceed 100% of the Purchase Price.