Common use of Limitations Clause in Contracts

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition Notwithstanding any other provision in this Article X, Parent will be entitled to indemnification only to the limitations set forth in Section 2.01 above, extent that the Loan aggregate Indemnifiable Amounts (which shall be advanced subject determined for all purposes of this Article X disregarding any qualification in any representation or warranty as to "materially" or "material") exceed Fifty Thousand Dollars ($50,000) (the "THRESHOLD AMOUNT") PROVIDED THAT at such time as the amount to which Parent is entitled to be indemnified exceeds the Threshold Amount, Parent shall be entitled to be indemnified only in excess of the Threshold Amount. The aggregate amount to which Parent will be entitled to be indemnified will not exceed a dollar amount equal to the following limitations: aggregate number of Escrow Shares valued at the Parent Average Closing Price, and the liability of any single stockholder of HT for indemnification obligations after the termination of the Escrow Agreement shall be further limited to such stockholder's PRO RATA share of any Indemnifiable Amounts based on the number of Parent Merger Shares received by such stockholder relative to the aggregate number of Parent Merger Shares; PROVIDED, HOWEVER, that there will be no limitation on the obligations of any person for Indemnifiable Amounts arising out of criminal activity or fraud or willful misstatements or omissions by HT or such person and that the Threshold Amount shall not apply to breaches of representation of any Letter of Transmittal or Article IV (a) On and (b). Parent may seek indemnification hereunder after the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) termination of the “Escrow during the period as is” value of the Property; or (iii) the amount which would result described in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidSection 10.5. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower The Indemnitor shall be eligible obligated to receive an advance (indemnify the “Initial Tranche”) not to exceed Indemnitee only when the lesser sum of: (i) Eight the aggregate of all Identified Environmental Liabilities paid by Purchaser and Y2K Liabilities paid by Purchaser and (ii) the aggregate of all other Losses suffered or incurred by the Indemnitee as to which a right of indemnification is provided under this Article 14 exceeds One Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.001,500,000) (the "Threshold Amount"); . After the aggregate of all Losses suffered or incurred by the Indemnitee exceeds the Threshold Amount, the Indemnitee shall be obligated to indemnify the Indemnitee for all such Losses in excess of the Threshold Amount. In no event shall the aggregate liability of Seller, or the aggregate liability of Purchaser, under this Article 14 exceed Fifty Million Dollars ($50,000,000) (the "Maximum Amount"). Notwithstanding the above, (i) neither of the Threshold Amount nor the Maximum Amount limitations shall apply to the indemnification rights of the parties hereto for Losses resulting from those liabilities described in Sections 14.1(c) and 14.2(c) and the payment of such amounts by the Indemnitor shall not count toward the calculation of the Maximum Amount of the Indemnitor and (ii) seventy percent (70%) the Maximum Amount limitations shall not apply to the indemnification rights of the “as is” value parties hereto for Losses resulting from those liabilities described in Section 14.1(d) and the payment of such amounts by the Indemnitor shall not count toward the calculation of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidMaximum Amount of Indemnitor. (b) The Borrower will Indemnitor shall not be eligible to receive the remaining portion liable for Losses in excess of the Loan not advanced in actual Losses suffered by the Initial Tranche in not more than two (2) additional Tranches (each Indemnitee as a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction result of the following conditions: (i) The aggregate amount act, circumstance, or condition for which indemnification is sought net of all Tranches shall not exceed any insurance proceeds received by the original principal amount Indemnitee or any tax benefits realized by the Indemnitee as a result of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount Losses for which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leaseindemnification is claimed. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition (a) The Buyer Indemnitees shall not have any right to be indemnified by any Seller for any individual obligation or Liability pursuant to Section 12.03(c) or Section 12.03(f) for breaches of representations and warranties unless such obligation or Liability exceeds 0.01471% of the Initial Purchase Price (if the Option Closing does not occur) or the aggregate of the Initial Purchase Price and the Option Purchase Price (if the Option Closing occurs), in which event the right to be indemnified shall apply to the full amount of such obligation or Liability (a “Qualified Loss”), subject to the other limitations set forth in this Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid12.04. (b) The Borrower will Subject to the other provisions of this Section 12.04, the Buyer Indemnitees shall not have the right to be eligible indemnified pursuant to receive Section 12.03(c) or Section 12.03(f) for breaches of representations and warranties unless and until the remaining portion Buyer Indemnitees shall have incurred on a cumulative basis aggregate Qualified Losses in an amount exceeding 1% of the Loan Initial Purchase Price (if the Option Closing does not advanced occur) or the aggregate of the Initial Purchase Price and the Option Purchase Price (if the Option Closing occurs) (the “Indemnity Deductible”), in which event the right to be indemnified shall apply only to all such Qualified Losses in excess of the Indemnity Deductible. (c) Subject to the other provisions of this Section 12.04, the sum of all losses pursuant to which indemnification is payable by Sellers pursuant to Section 12.03(c) or Section 12.03(f) for breaches of representations and warranties shall not exceed, in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy aggregate, ten percent (7010%) of the then “as is” value Initial Purchase Price (if the Option Closing does not occur) or the aggregate of the Property; or Initial Purchase Price and the Option Purchase Price (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen Option Closing occurs) (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05“Cap Amount”).

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The Warrantors shall not be required to indemnify an Indemnified Person or be liable to SCAC or its Affiliates for any Liability under the Transaction Documents and all other agreements in connection with the AutoChina Acquisition to which any Warrantor is a party and any exhibits or schedules attached hereto or thereto unless the aggregate amount of all Tranches Damages exceeds US$100,000 (“Basket”), after which the Warrantors shall not exceed be responsible for all Damages, including the original principal amount Basket; provided, however, the maximum Liability of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) Warrantors shall be limited to an amount which would result in a debt service coverage ratio equal equivalent to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease.US$68,850,000, except for fraud, intentional misrepresentation and taxes; (ii) All Future Tranches indemnification claims shall be advancedhave been asserted prior to the Remaining Holdback Consideration Release Date; provided, if at allhowever, not later than July 9, 2012.indemnification claims based on (A) fraud and intentional misrepresentation and taxes shall survive indefinitely and (B) Known Liabilities set forth in each of Sections 11.01(c)(i) and 11.01(c)(ii) shall survive until the fifth anniversary of the Closing Date; (iii) The Borrower With regard to a third party claim, an Indemnifying Person shall enter not have any obligation to indemnify or hold harmless an Indemnified Person(s) for any settlement entered into and execute an Interest Rate Protection Agreement (as hereinafter defined) and by such additional documentation as is necessary thereto for each Future Tranche.Indemnified Persons without the Indemnifying Person’s prior written consent after the Closing of this Agreement, which shall not be unreasonably withheld; and (iv) For each requested Future TrancheIn satisfying any or all claims under the Transaction Documents and all other agreements in connection with the AutoChina Acquisition to which any Warrantor is a party and any exhibits or schedules attached hereto or thereto, SCAC may elect, at its sole discretion, to have the Lender may require relevant claim satisfied (in whole or in part) by transfer of such number of SCAC Ordinary Shares to the Borrower to provide Indemnified Person, provided, that the Lender with a new or updated appraisal value of the Property, which new or updated appraisal SCAC Ordinary Shares shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent be equal to the Closing. Notwithstanding anything contained herein product of (A) the number of SCAC Ordinary Shares being used to satisfy such claim and (B) the average closing price of SCAC Ordinary Shares for fifteen (15) consecutive trading days ending on the first (1st) trading day prior to the contrary, if date such shares are actually delivered to the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05Indemnified Person.

Limitations. In addition (a) The following time limitations shall apply to the limitations indemnification obligations set forth in this Section 2.01 above, the Loan shall be advanced subject to the following limitations6: (ai) On Sellers will have no indemnification liability under this Section 6 with respect to any claims made hereunder (other than (y) claims with respect to Company Fundamental Representations or Seller Fundamental Representations, which shall survive as provided in Section 6.1, and (y) Fraud Claims) unless on or before the date that is eighteen (18) months following the Closing Date, Buyer notifies the Sellers’ Representative of this Agreement, such claim specifying the Borrower shall be eligible factual basis of that claim in reasonable detail to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); extent then known by Buyer. (ii) seventy percent Buyer will have no indemnification liability under this Section 6 with respect to any claims made hereunder (70%other than claims with respect to Buyer Fundamental Representations, which shall survive as provided in Section 6.1, and Fraud Claims) unless on or before the date that is eighteen (18) months following the Closing Date, Sellers’ Representative notifies Buyer of a claim specifying the “as is” value factual basis of that claim in reasonable detail to the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidextent then known by Sellers’ Representative. (b) The Borrower will Except as provided below, the Buyer Indemnified Persons shall not be eligible entitled to receive indemnification pursuant to Section 6.2(b)(i) or 6.2(b)(ii) unless and until the remaining portion aggregate amount of all Damages of all Buyer Indemnified Persons exceeds $100,000 (the “Deductible”), and then only for the amount of such Damages in excess of the Loan Deductible subject to the caps set forth in this Section 6.6. The Deductible shall not advanced apply to or otherwise affect the ability of Buyer Indemnified Persons to make claims or recover Damages with claims with respect to (i) any Company Fundamental Representation, (ii) any Seller Fundamental Representation, (iii) claims for indemnification under Section 6.2(b)(ii)(B) or Section 7.2(d)(C), or (iv) claims based on or involving intentional or deliberate misrepresentation or fraud (“Fraud Claims”). (c) Except for Fraud Claims and the indemnification obligations of the Sellers identified in Schedule 6.6(d) (the “Fundamental Sellers”) for claims in respect of Company Fundamental Representations, the Sellers’ aggregate indemnification obligations under (A) Section 6.2(b)(i) or (B) Section 7.2 (Tax Matters) shall not exceed $6,000,000 (the “Standard Cap”). For the avoidance of doubt, Buyer acknowledges and agrees that the Sellers who are not Fundamental Sellers will have no liability for any indemnification obligations under (A) Section 6.2(b)(i) or (B) Section 7.2 (Tax Matters) in excess of the Standard Cap. The Sellers acknowledge that the Standard Cap does not limit Sellers’ aggregate indemnification obligations under Section 6.2(b)(ii). (d) Except for Fraud Claims, the Fundamental Sellers’ aggregate indemnification obligations under Section 6.2(b)(i) for claims based on a breach or inaccuracy, or allegation by any third party which, if true, would be a breach or inaccuracy, of any Company Fundamental Representation shall not exceed $25,000,000 (the “Fundamental Rep Cap”). For avoidance of doubt the Fundamental Rep Cap does not limit the Fundamental Sellers’ aggregate indemnification obligations under Section 6.2(b)(ii). (e) Except for Fraud Claims, each Seller’s aggregate indemnification obligations under Section 6.2(b)(ii)(A) (including claims in respect of such Seller’s Seller Fundamental Representations), shall not exceed the amount such Seller receives (or is entitled to receive) pursuant to this Agreement. (f) The caps set forth in this Section 6.6 shall not apply to or otherwise affect the Buyer Indemnified Persons’ ability to make claims or recover Damages with respect to Fraud Claims or claims against a Seller under Section 6.2(b)(ii)(B) for a breach or nonperformance by such Seller of any covenant, agreement or obligation set forth in Section 7.1 (Restrictive Covenants; Non-Competition; Non-Solicitation), 7.3 (Maintenance of Confidentiality by Sellers), and 7.4 (Trademarks); provided that, except to the limited extent provided in Section 6.2(a), no Seller shall be liable for Damages caused by the breach of another Seller of such covenants. (g) Except as provided below, the Seller Indemnified Persons shall not be entitled to indemnification pursuant to Section 6.3(a)(i) unless and until the aggregate amount of all Damages of all Seller Indemnified Persons exceeds the Deductible, and then only for the amount of such Damages in excess of the Deductible subject to the caps set forth in Section 6.6(h). The Deductible shall not apply to or otherwise affect the ability of Seller Indemnified Persons to make claims or recover Damages with respect to (i) claims based on a breach or inaccuracy, or allegation by any third party which, if true, would be a breach or inaccuracy, of any Fundamental Buyer Representation, or claims for indemnification under Section 6.3(a)(ii) (collectively, “Buyer Exempt Claims”) or (ii) Fraud Claims. (h) Buyer’s aggregate indemnification obligations under this Section 6 shall not exceed (i) $6,000,000 for Damages arising from claims other than Buyer Exempt Claims or Fraud Claims, and (ii) $25,000,000 for Damages arising from Buyer Exempt Claims. The caps set forth in the Initial Tranche in preceding sentence shall not more than two (2) additional Tranches (each a “Future Tranche” and collectively apply to or otherwise affect the “Future Tranches”) upon satisfaction of the following conditions:Seller Indemnified Persons’ ability to make claims or recover Damages with respect to Fraud Claims. (i) The aggregate amount For all purposes of all Tranches this Section 6, Damages of an Indemnified Person shall not exceed the original principal amount of the lesser be net of (i) Ten Million Five Hundred Thousand any amounts actually received by such Indemnified Person under any insurance policy or Contract in connection with the facts giving rise to the right of indemnification hereunder, and 00/100 Dollars ($10,500,000.00); (ii) seventy percent any net cash tax savings directly attributable to such Damages (70%determined on a “with and without” basis) to the extent such tax savings are actually realized in the taxable year in which such Damages are incurred. If the amount to be netted pursuant to the preceding sentence is determined after payment of the then “as is” value of gross Damages amount has been made by an Indemnifying Person to such Indemnified Person, the Property; or (iii) an Indemnified Person shall repay, promptly after such determination, the difference between the gross Damages amount which would result in a debt service coverage ratio equal to or greater than and the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leasenet Damages amount. (iij) All Future Tranches Notwithstanding the fact that an Indemnified Person may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect of any fact, event, condition or circumstance, the Damages of such Indemnified Person shall be advancedcalculated without duplication and no Indemnified Person shall be entitled to recover the amount of any Damages suffered by such Indemnified Person more than once, if at allregardless of whether such Damages may be as a result of a breach of more than one representation, not later than July 9warranty, 2012obligation or covenant or otherwise. (iiik) The Borrower For purposes of determining whether a breach or inaccuracy exists with respect to any representation or warranty of the Company or any Seller, such representation or warranty shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and be read giving effect to any materiality, knowledge or similar qualifiers included therein, however, any such additional documentation as is necessary thereto materiality, knowledge or similar qualifier shall be disregarded for each Future Tranchepurposes of calculating the amount of Damages arising from a breach or inaccuracy. (ivl) For each requested Future TrancheNo indemnifying person shall be liable for any consequential, the Lender may require the Borrower to provide the Lender with a new indirect, incidental, special, unforeseen, exemplary or updated appraisal punitive damages, including diminution of the Propertyvalue, which new loss of business reputation or updated appraisal shall comply with all opportunity or any damages based on any type of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent multiple, except to the Closing. Notwithstanding anything contained herein to extent awarded in connection with any Third Party Claim and in the contrarycase of any claim based on fraud, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05criminal activity or willful misconduct.

Limitations. In addition to Notwithstanding the limitations set forth in Section 2.01 aboveforegoing, the Loan shall no Letter of Credit will be advanced subject to the following limitationsissued, increased, or extended: (ai) On (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the appraisal required International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a condition precedent Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Closing. Notwithstanding anything contained herein Borrowers or such Revolving Lender to the contrary, if the requested Future Tranche is more than eighteen eliminate such Issuing Lender’s actual or potential Fronting Exposure (18after giving effect to Section 2.17(a)(iv)) calendar months after the Closing Date, the Borrower shall provide the with respect to such Defaulting Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05or Potential Defaulting Lender.

Limitations. In addition to the limitations set forth The indemnification provided for in Section 2.01 above, the Loan this Article XI shall be advanced subject to the following limitations, each of which shall be effective independently of the others: (a) On the date of this AgreementIndemnifying Stockholders shall have no liability and no obligation to indemnify the Buyer or Buyer Sub for any Losses unless and until the Indemnifying Stockholders' aggregate indemnity obligations hereunder with respect to the Losses shall exceed $1,000,000 (one million dollars), whereupon the Borrower Buyer or the Buyer Sub shall be eligible entitled to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) indemnification for the amount which would result of Losses in a debt service coverage ratio equal to or greater than excess of $1,000,000 and provided that the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under maximum amount the Master Lease (as hereinafter defined)Buyer and the Buyer Sub may recover, as if such rents were being paid.in the aggregate, for Losses is $15,000,000; (b) The Borrower will during the Escrow Period (as defined in the Escrow Agreement attached as Exhibit D hereto) the Buyer's and Buyer Sub's sole recourse with respect to recovery of any amounts payable hereunder or otherwise for Losses, and the Indemnifying Stockholders' sole liability therefor, shall be eligible limited to receive the assets in the Escrow Account ("Escrow Assets") and any such recovery shall be made in accordance with the procedures set forth in the Form of Escrow Agreement, attached to this Agreement as Exhibit D; (c) if at any time during the Escrow Period the amount of any payment required to be made by the Escrow Agent to the Buyer or Buyer Sub exceeds the Escrow Assets, the Escrow Agent shall distribute to the Buyer or Buyer Sub, all of the remaining Escrow Assets; (d) after termination of the Escrow Period, the Indemnifying Stockholders shall have no liability and no obligation to indemnify the Buyer or Buyer Sub for any Losses; and (e) notwithstanding the provisions of Section 11.2(a), (b), (c) or (d), there shall be no limit on the recovery of Losses by Buyer or Merger Sub for (i) common law claims of fraud or (ii) breaches of the representations and warranties set forth in Section 4.2(a) (Capitalization), Section 5.1 (Authorization of the Transaction) and 5.3 (Ownership and Delivery of Shares), provided, however, that each Indemnifying Stockholder shall not be liable for amounts in excess of that portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; Purchase Consideration paid or (iii) an amount which would result in a debt service coverage ratio equal payable to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leasesuch Indemnifying Shareholder. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition to The following provisions of this Section 7.4 shall limit the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitationsindemnification obligations hereunder: (a) On The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article VII unless a written claim for indemnification in accordance with Section 7.2 or Section 7.3 is given by the date Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the first anniversary of this Agreementthe Closing Date; HOU02:1274360 18 provided, the Borrower shall be eligible to receive an advance however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Sections 4.1, 4.2, 4.6, 4.7, 5.1, 5.2 and 5.5 (the “Initial TrancheFundamental Representations”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand may be made at any time and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) for Indemnified Costs arising out of a breach of any covenant may be made at any time prior to the “as is” value expiration of the Property; or (iii) the amount which would result in a debt service coverage ratio equal such covenant according to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidits terms. (b) The Borrower will An Indemnifying Party shall not be eligible obligated to receive pay for any Indemnified Costs under this Article VII until the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches such Indemnified Costs exceeds, in the aggregate, $500,000, in which event Indemnifying Party shall pay or be liable for all such Indemnified Costs from the first dollar. The aggregate liability of an Indemnifying Party under this Article VII shall not exceed $15,000,000. The limitations in the original principal amount previous two sentences shall not apply to Indemnified Costs to the extent such costs arise out of the lesser a breach of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leaseany Fundamental Representations. (iic) All Future Tranches shall be advancedEach Party acknowledges and agrees that, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, notwithstanding any other provision of this Agreement to the Borrower contrary, the Buyer’s and the other Buyer Indemnified Parties’ and the Seller’s and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall provide be in accordance with, and limited by, the Lender with a new appraisal provisions set forth in this Article VII. The Parties further acknowledge and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in the Ancillary Documents. Any indemnification obligation of the PropertySeller to the Buyer Indemnified Parties on the one hand, which appraisal or the Buyer to the Seller Indemnified Parties on the other hand, pursuant to this Article VII shall comply with all be reduced by an amount equal to any indemnification recovery by such Indemnified Parties pursuant to the other Ancillary Documents between the Parties to the extent that such other indemnification recovery arises out of the requirements same event or circumstance giving rise to the indemnification obligation of Section 2.05the Seller or the Buyer, respectively, hereunder.

Limitations. In addition Notwithstanding anything to the limitations set forth contrary in Section 2.01 above, the Loan shall be advanced subject to the following limitationsthis Agreement: (a) On no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the date aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall be entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); provided, that the Sellers shall not have any liability relating to an individual claim (or a series of related or similar claims) resulting in Losses in the amount of $5,000 or less (a “De Minimis Claim”), regardless of whether or not aggregate Losses as of the time of such claim have exceeded the Threshold Amount. (b) except for any claim based on fraud or intentional misrepresentation, the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to such Seller’s Pro Rata Share of the Total Consideration; (c) notwithstanding anything in this Agreement to the contrary, except for any claim based on fraud or intentional misrepresentation, the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Article XI shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Agreement; and (d) no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by any other Seller in Article IV of this Agreement, the Borrower breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement. (e) for the avoidance of doubt, each Indemnitor shall only be eligible responsible (based on their Pro Rata Share) for an amount up to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy seventy-seven percent (7077%) of the “as is” value their Pro Rata Share of the Property; Losses with respect to any claim or (iii) the amount which would result in a debt service coverage ratio equal claims for indemnification by Indemnitee pursuant to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidthis Article XI. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition Notwithstanding anything herein to the limitations set forth in Section 2.01 abovecontrary, the Loan shall be advanced subject to the following limitationsparties agree as follows: (a) On In the event that in connection with an underwritten public offering, the managing underwriter(s) shall in good faith impose a limitation on the number of securities which may be included in such Registration for marketing purposes, AMG shall not be required to register Registrable Securities in excess of such limitation, provided that the reduction in the number of securities which may be included in such Registration to comply with such limitation is imposed pro rata (based either on relative number of securities held or relative number of securities sought to be included in such Registration) with respect to the Holders and all managers of companies providing Investment Management Services in which AMG may invest after the date hereof and which have so-called incidental or piggyback registration rights (it being understood that such limitation may be imposed as to all holders of this Agreement, such securities and the Borrower shall be eligible Holders prior to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00imposition of any limitation on other holders of AMG securities); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible If requested in writing by the managing underwriter(s), if any, of any underwritten public offering of AMG Stock, each Limited Partner agrees not to receive offer, sell, contract to sell or otherwise dispose of any shares of AMG Stock except as part of such underwritten public offering within thirty (30) days before or one hundred and eighty (180) days after the remaining portion effective date of the Loan registration statement filed with respect to said offering. (c) Following the effectiveness of a Registration (including, without limitation a Registration for sale on a delayed or continuous basis under Rule 415 under the Securities Act), each Holder agrees not advanced in the Initial Tranche in not more than two (2) additional Tranches (each to effect any sales of AMG Stock after they have received notice from AMG to suspend sales as a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction result of the commencement any Suspension Period. Each Holder may recommence effecting sales of AMG Stock following conditions: further notice to such effect from AMG. For purposes hereof, a "Suspension Period" shall mean the pendency or occurrence of an event that would make it impractical or inadvisable (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); to cause a Registration Statement to remain in effect or (ii) seventy percent (70%) to permit the sale of AMG Stock by Holders, and shall include, without limitation, pending negotiations relating to, or consummation of, a transaction or the then “as is” value pendency or occurrence of the Property; or (iii) an amount which any other event that would result require additional disclosure of material information by AMG in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leaseregistration statement. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition Notwithstanding anything to the limitations set forth contrary contained in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00)each Seller shall not have an obligation to indemnify Trulieve Indemnitees in an aggregate amount over the total amount of consideration received by such Seller pursuant to this Agreement; (ii) seventy percent the Trulieve Indemnitees shall not be entitled to indemnification with respect to any claim for indemnification for Losses claimed under Section 9.1(a)(i) or Section 9.1(b)(i) unless and until the amount of Losses incurred by the Trulieve Indemnitees in respect of such claims, taken together, exceeds Ninety Thousand Dollars (70%$90,000) (the “Deductible”) at which point, the Sellers, jointly and severally, shall indemnify the Trulieve Indemnitees for the full amount of all such Losses arising under this Agreement in excess of the “as is” value of Deductible, subject to the Property; or Indemnification Cap and the other limitations set forth herein, (iii) Parent shall have no obligation to indemnify the Seller Indemnitees pursuant to Section 9.1(c)(i) unless the aggregate amount of Losses incurred by any Seller Indemnitee(s) under Section 9.1(c)(i) exceeds the Deductible, at which would result point Parent shall indemnify the Seller Indemnitees for the full amount of all such Losses arising under this Agreement in a debt service coverage ratio equal excess of the Deductible, subject to the Indemnification Cap and the other limitations set forth herein and (iv) the Parties acknowledge that the Deductible shall not apply to Fraud, willful misconduct by Sellers, or greater breaches or misrepresentations of the Fundamental Representations, or any indemnification obligations of the Parties other than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter definedwith respect to Section 9.1(a)(i), as if such rents were being paid. (bSection 9.1(b)(i) The Borrower will be eligible to receive the remaining portion and Section 9.1(c)(i) of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) this Agreement. The aggregate amount of all Tranches Losses for which the Trulieve Indemnitees shall be entitled to recover under Section 9.1(a)(i) and Section 9.1(b)(i), and the Seller Indemnitees shall be entitled to recover under Section 9.1(c)(i) shall not exceed the original principal amount Indemnification Cap; provided, however, that the Indemnification Cap shall not apply to Fraud, willful misconduct by Sellers, or breaches or misrepresentations of Warranties in Section 4.20 or the Fundamental Representations, or any indemnification obligations of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00Parties other than with respect to Section 9.1(a)(i); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter definedSection 9.1(b)(i) and such additional documentation as is necessary thereto for each Future Tranche. (ivSection 9.1(c)(i) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent (other than to the Closing. Notwithstanding anything contained herein extent such breaches with respect to Section 9.1(a)(i), Section 9.1(b)(i) and Section 9.1(c)(i) relate to the contrarybreach of a representation under Section 3, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.054 or Section 5 hereunder).

Limitations. In addition (a) The Earnout Amount shall be available to compensate Buyer for any Losses pursuant to the limitations terms of this Agreement and Buyer may set-off against such payments the amount of any Losses, as set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.002.3(c); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible Notwithstanding anything to receive the remaining portion of the Loan not advanced contrary herein, in the Initial Tranche in not more than two event of a breach of any representation or warranty (2) additional Tranches (each a “Future Tranche” and collectively Breach”), except in the “Future Tranches”) upon satisfaction event of the following conditions: fraud or willful misconduct with respect to such Breach, (i) The the aggregate liability of Seller for Damages under this Article VII shall not exceed Two Million Dollars ($2,000,000) (the “Cap Amount”), and (ii) Seller shall not be required to make any indemnification payment pursuant to Article VII for Damages resulting from any Breach until such time as the total amount of all Tranches Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have been directly or indirectly suffered or incurred by Buyer, or to which Buyer has otherwise becomes subject, exceeds Forty Thousand Dollars ($40,000) in the aggregate (the “Floor Amount”). If the total amount of such Damages exceeds the Floor Amount) in the aggregate, then Buyer shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages (including the Floor Amount), up to the Cap Amount. Any qualifications or exceptions relating to materiality with respect to any representations or warranties shall be disregarded for the purpose of determining the amount that an Indemnified Person shall be entitled to pursuant to this Article VII with respect to such representation or warranty. (c) Notwithstanding anything to the contrary herein, except in the event of fraud or willful misconduct with respect to the breach of any representation or warranty, (i) the aggregate liability of Buyer for Damages under this Article VII shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand Cap Amount, and 00/100 Dollars ($10,500,000.00); (ii) seventy percent Buyer shall not be required to make any indemnification payment pursuant to Article VII for Damages resulting from any Breach until such time as the total amount of all Damages (70%including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have been directly or indirectly suffered or incurred by Seller, or to which Seller has otherwise becomes subject, exceeds the Floor Amount in the aggregate. If the total amount of such Damages exceeds the Floor Amount in the aggregate, then “as is” value Seller shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages (including the Property; Floor Amount), up to the Cap Amount. Any qualifications or (iii) exceptions relating to materiality with respect to any representations or warranties shall be disregarded for the purpose of determining the amount that an amount which would result in a debt service coverage ratio equal Indemnified Person shall be entitled to pursuant to this Article VII with respect to such representation or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leasewarranty. (iid) All Future Tranches Except with respect to claims based on fraud or willful misconduct, the rights of the Indemnified Persons under this Article VII shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal exclusive remedy of the PropertyIndemnified Persons with respect to claims resulting from or relating to any misrepresentations, which new breach of warranty or updated appraisal shall comply with all of the requirements of Section 2.05 of failure to perform any covenant contained in this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05Agreement.

Limitations. In addition No Letter of Credit will be issued (or deemed issued as to any Existing Letters of Credit), increased, or extended (i) if such issuance, increase, or extension would cause the sum of the Letter of Credit Exposure plus the aggregate Dollar Amount of all outstanding Revolving Advances and Swingline Advances at such time to exceed the Letter of Credit Maximum Amount; (ii) unless such Letter of Credit has an Expiration Date not later than the earlier of (A) sixty months after the date of issuance thereof and (B) twenty-four months after such applicable Issuing Lender’s Maturity Date; (iii) unless such Letter of Credit (or, if applicable, the amendment to a Letter of Credit) is in form and substance reasonably acceptable to the limitations set forth applicable Issuing Lender in Section 2.01 aboveits sole discretion; (iv) unless the Borrower has delivered to the applicable Issuing Lender a completed and executed letter of credit application on such Issuing Lender’s standard form, which shall contain terms no more restrictive than the terms of this Agreement; (v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600 (“UCP”), the Loan shall be advanced subject International Standby Practices (ISP 98), International Chamber of Commerce Publication No. 590 (“ISP”) or any successor to the following limitations: UCP or ISP and, to the extent not inconsistent therewith, the New York Uniform Commercial Code, or such other state’s Uniform Commercial Code acceptable to the Administrative Agent, the applicable Issuing Lender and the Borrower, in each case as in effect from time to time; (avi) On if such issuance, increase, or extension would violate one or more policies of such applicable Issuing Lender that are applicable to letters of credit generally or (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain an Issuing Lender from issuing or providing such Letter of Credit, or any Legal Requirements applicable to such Issuing Lender shall prohibit the issuance or provision of such type of Letter of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof or shall impose upon such Issuing Lender any unreimbursable loss, cost or expense which was not applicable on the date hereof and which such Issuing Lender in good xxxxx xxxxx material. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 terms of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05control.

Limitations. (i) Guarantors' indemnification obligations under (A) Section 9.1(a)(i) and Section 9.1(a)(ii) shall survive for twenty-four (24) months after the Subsequent Closing Date; provided that Guarantors' indemnification obligations relating to tax matters shall survive until the 60th day after the expiration of the applicable statute of limitations, and (B) Section 9.1(a)(iii) and Section 9.1 (a)(iv) shall survive indefinitely. No claim for the recovery of any Purchaser Losses may be asserted by any Purchaser Indemnified Person after the expiration of the applicable indemnification period; provided, however, that claims asserted in writing by any Purchaser Indemnified Person with reasonable specificity prior to the expiration of the applicable indemnification period shall not thereafter be barred by the expiration of the applicable indemnification period. (ii) Guarantors' indemnification obligations under Section 9.1(a)(ii) shall not be triggered unless and until (x) each individual Purchaser Losses exceeds an individual amount of twenty-five thousand U.S. dollars (U.S. $25,000) (the "Guarantor Threshold") and (y) the aggregate amount of all Purchaser Losses exceeds two hundred and fifty thousand U.S. dollars (U.S. $250,000), at which point Guarantors will be obligated to indemnify Purchaser Indemnified Person from and against Purchaser Losses in excess thereof (the "Guarantor Deductible"); provided, however, all Purchaser Losses, including all Purchaser Losses not indemnified solely due to the failure to satisfy the Guarantor Threshold other than the four largest Purchaser Losses that were not indemnified solely due to the failure to satisfy the Guarantor Threshold, shall be applied to satisfy the Guarantor Deductible. (iii) In addition the event that any Purchaser Indemnified Party shall suffer any Purchaser Losses, Purchaser shall only have the right to repurchase Purchaser Shares or Convertible Subordinated Debentures from the Guarantors (other than the Mallets) or the Company Preferred Stock from the Mallets at a price equal to the Repurchase FMV in the amounts set forth on Section 9.1. Any and all payments under this Section 9.1 and Section 10.1 shall occur exclusively by means of set-off on the same day of amounts to be paid to repurchase the securities from the Guarantors in accordance with this Section 9.1(b)(iii). On the twenty-four (24) month anniversary of the Subsequent Closing Date, the Company shall release the Guarantors' obligations under the Deed of Pledge and the Debenture Pledge, unless there are pending claims for indemnification at that time. The aggregate amount of any and all payments pursuant to this Section 9.1 and Article X shall not exceed U.S. $10,000,000 (calculated at the Repurchase FMV) and in any event, the number of Ordinary Shares, Company Preferred Stock and Convertible Subordinated Debentures which may be repurchased pursuant to the provisions of this Article IX shall not exceed an aggregate of 1,092,897 (which can include up to 23,878 shares of Company Preferred Stock, in the case of Mallets), which are covered by the Deed of Pledge and pledge agreements. (iv) The Parties agree that Purchaser Losses which consist of reasonable attorney's fees and expenses incurred by Purchaser in investigating or defending any third party claim shall give rise to indemnification, subject to the limitations set forth in Section 2.01 above9.1(b) which shall apply. (v) Any deficiency assessed by the Tax authorities whose sole effect is to shift a Tax liability from one fiscal year to another shall give rise to indemnification by the Guarantors only insofar as the Company or the Company Subsidiaries are required to pay a penalty or interest charge in relation thereto. (vi) Any deficiency assessed with regard to a Tax, such as a value-added Tax, which is recoverable shall give rise to indemnification by the Loan Guarantors only insofar as the Company or the Company Subsidiaries are required to pay a penalty or interest charge in relation thereto. (vii) Any indemnification due by the Guarantors shall be advanced subject to the following limitations: calculated taking into account (a) On the date effect of this Agreement, any actual Tax savings realized by the Borrower Company and the Company Subsidiaries as a result of the Tax deductibility of the relevant Purchaser Loss; and (b) the effect of the taxation of any such indemnification so that the Company or the relevant Company Subsidiary or the Purchaser shall be eligible to receive an advance (in the “Initial Tranche”) same position as it would have been should the Purchaser Loss have not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidoccurred. (bviii) The Borrower will be eligible provisions of this Section 9.1 shall apply, to receive the remaining portion full extent set forth herein with respect to Company Preferred Stock, Purchaser Shares and Convertible Subordinated Debentures, to any and all shares of capital stock or other securities of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction Company or any successor or assign of the following conditions: Company (iwhether by merger, consolidation, sale of assets or otherwise) The aggregate amount that may be issued in respect of, in exchange for, or in substitution of, the Company Preferred Stock, the Convertible Subordinated Debentures and the Purchaser Shares, or that may be issued by reason of all Tranches shall not exceed the original principal amount any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification or otherwise, including shares issued upon conversion or redemption of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) Convertible Subordinated Debentures or exchange of the then “as is” value Mallet Preferred, with appropriate adjustments to the Repurchase FMV. Upon the occurrence of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches any of such events, numbers of shares and amounts hereunder and any other appropriate terms shall be advanced, if at all, not later than July 9, 2012appropriately adjusted. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition If and to the limitations set forth extent the Assignor secures and/or guarantees any Upstream and Cross-Stream Obligations (as such terms are defined in Section 2.01 abovethe Credit Agreement), and not obligations that are the Assignor’s primary obligations or the primary obligations of Foreign Subsidiaries that are direct or indirect subsidiaries of the Assignor, the Loan following limitations shall be advanced subject to the following limitationsapply: (a) On Maximum amount which may be secured or guaranteed by the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser ofAssignor: The aggregate: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00)liability of the Assignor; and (ii) seventy percent (70%) use of proceeds from the enforcement of the “Collateral of the Assignor, under this Agreement and any and all other Loan Documents shall not exceed the amount of the Assignor’s freely disposable equity in accordance with Swiss law, presently being the total shareholder equity less the total of (a) the aggregate share capital and (b) statutory reserves (including reserves for own shares and revaluations as is” well as agio) to the extent such reserves cannot be transferred into unrestricted, distributable reserves, and (c) the blocked amount (as determined by the Assignor’s statutory auditor) corresponding to the Assignor’s intra-group claims resulting from upstream or cross-stream loans not granted at arm’s length conditions. The amount of freely disposable equity shall be determined on the basis of an audited annual or interim balance sheet of the Assignor. This limitation shall only apply to the extent it is a requirement under applicable law at the time (a) the Assignor is required to perform or (b) Collateral of the Assignor is enforced under the Loan Documents. Such limitation shall not free the Assignor from its obligations in excess of the freely disposable equity, but merely postpone the performance date thereof until such times when the Assignor has again freely disposable equity if and to the extent such freely disposable equity is available. The limitation shall not apply to the extent the Assignor guarantees any amounts borrowed under any Loan Document that are lent to the Assignor or to wholly owned direct or indirect subsidiaries of the Assignor, and shall accordingly not apply to the Collateral of the Assignor being enforced as security/guarantee for the obligations of the Assignor or the obligations of direct or indirect subsidiaries of the Assignor. The Assignor shall and Luxembourg Holdco or any successor shareholder of the Assignor which is a party to a Loan Document shall procure that the Assignor will, take and cause to be taken all and any action (including, without limitation, (a) the passing of any shareholders’ resolutions to approve any payment or other performance under this Agreement or any other Loan Document, and (b) the obtaining of any confirmations which may be required as a matter of Swiss mandatory law in force at the time the Assignor is required to make a payment or perform other obligations under this Agreement or any other Loan Document) in order to allow a prompt payment of amounts owing by the Assignor under the Loan Documents, a prompt use of proceeds from the Collateral of the Assignor as well as the performance by the Assignor of other obligations under the Loan Documents with a minimum of limitations. If the enforcement of the obligations of the Assignor under the Loan Documents would be limited due to the effects referred to in this clause, the Assignor shall further, to the extent permitted by applicable law and Swiss accounting standards and upon request by the Administrative Agent, write up or sell any of its assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the Property; or (iii) the amount which would result assets, in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined)case of sale, as however, only if such rents were being paidassets are not necessary for the Assignor’s business and such sale is permitted under this Agreement or any other Loan Document. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions:Swiss Withholding Tax (i) The aggregate amount If so required under applicable law (including double tax treaties) at the time it is required to make a payment under this Agreement or any other Loan Document, the Assignor: (A) shall use its best efforts to ensure that such payments can be made without deduction of all Tranches shall not exceed Swiss withholding tax (Verrechnungssteuer), or with deduction of Swiss withholding tax at a reduced rate, by discharging the original principal amount liability to such tax by notification pursuant to applicable law (including tax treaties) rather than payment of the lesser tax; (B) shall deduct the Swiss withholding tax at such rate (being 35% at the date hereof) as is in force from time to time if the notification procedure pursuant to sub-paragraph (A) above does not apply; or shall deduct the Swiss withholding tax at the reduced rate resulting after discharge of part of such tax by notification if the notification procedure pursuant to sub-paragraph (iA) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) applies for a part of the then “Swiss withholding tax only; and shall pay within the time allowed any such taxes deducted to the Swiss Federal Tax Administration; and (C) shall promptly notify the Administrative Agent that such notification or, as is” value the case may be, deduction has been made, and provide the Administrative Agent with evidence that such a notification of the Property; or (iii) an amount which would result in a debt service coverage ratio equal Swiss Federal Tax Administration has been made or, as the case may be, such taxes deducted have been paid to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseSwiss Federal Tax Administration. (ii) All Future Tranches If the Assignor is required under applicable law (including double tax treaties) to deduct Swiss withholding tax at the time the Collateral Agent is enforcing the Collateral of Assignor, the Administrative Agent shall be advanceddeduct from the proceeds from such enforcement the Swiss withholding tax at such rate (being 35% at the date hereof) as is in force from time to time and shall pay without delay, if at all, not later than July 9, 2012any such taxes deducted to the Swiss Federal Tax Administration. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future TrancheIn the case of a deduction of Swiss withholding tax, the Lender may require the Borrower Assignor shall use its best efforts to provide the Lender with ensure that any Person that is entitled to a new full or updated appraisal partial refund of the Property, which new Swiss withholding tax deducted from such payment under this Agreement or updated appraisal shall comply with all any other Loan Document or the proceeds of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal enforcement of the Property, which appraisal shall comply with all Collateral of the requirements of Section 2.05.Assignor, will, as soon as possible after such deduction:

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The Seller Parties shall not be required to indemnify an Indemnified Party or be liable to Capricorn or its Affiliates for any Liability under this Agreement or the Related Agreements unless the aggregate amount of all Tranches Damages and Liability exceeds US$100,000 (“Basket”), after which the Seller Parties shall not exceed be responsible for all Damages and Liability, including the original principal Basket; (ii) The maximum Liability of Seller Parties under this Agreement or the Related Agreements shall be limited to the aggregate amount of Consideration actually paid to Seller Parties under this Agreement (including the lesser PRC Allocated Value and the US Allocated Value); provided, however, that nothing herein shall limit the Liability: (A) of any Seller Party for any breach of a representation or warranty, covenant or agreement pursuant to Section 9.2 if the Business Acquisition does not close, or (B) of any officer, director, shareholder or other equity holder of Seller Parties for such Person’s fraud or intentional misrepresentation. Nothing contained in this SECTION 8 is intended to limit the right of Capricorn to terminate this Agreement pursuant to Section 9.1; (iii) Except for (A) claims in connection with fraud or intentional misrepresentation, which shall survive indefinitely; and (B) claims in connection with a breach of or default of the covenants and agreements in Section 6.12 (whether or not through an indemnification claim brought under Section 8.3(a)(iii)), or an indemnification claim in connection with Section 8.3(a)(viii), which shall survive until the fifth (5th) anniversary of the Closing Date, no claim may be initiated against any of the Seller Parties after the Survival Date; and (iv) In satisfying any or all claims under this Agreement and the Related Agreements, if Capricorn Sub makes a Share Issuance Election, the Seller shall be entitled to elect to satisfy the relevant claim (in whole or in part) by transfer of such number of Earnout Shares to the Indemnified Party so as to satisfy such claim, provided, that the value of the Earnout Shares shall be equal to the product of (i) Ten Million Five Hundred Thousand the number of Earnout Shares being used to satisfy such claim; and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) the weighted average of the closing sales prices for one Earnout Shares\ as quoted on the Nasdaq Global Select Market (or such other principal securities market that the American Depository Receipts or similar equity security of Capricorn or a successor entity is then “as is” value of the Property; or (iiitraded) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advancedduring normal trading hours, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent five (5) consecutive trading days ending on the first (1st) trading day prior to the Closing. Notwithstanding anything contained herein date such shares are actually delivered to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05Indemnified Party.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date The Purchaser Indemnified Parties shall not be entitled to recover for any Losses pursuant to Section 7.2(a) hereunder, unless (i) each of this Agreement, the Borrower shall be eligible to receive an advance such Losses exceeds Fifty Thousand Dollars ($50,000) (the “Initial TrancheMinimum Amount”) not and (ii) all such Losses (excluding Losses individually less than the Minimum Amount) in the aggregate exceed Six Million Seven Hundred Fifty Thousand Dollars ($6,750,000) (the “Purchaser Deductible Amount”), at which time Purchaser shall be entitled to be indemnified and compensated thereafter for all Losses (excluding Losses less than the Minimum Amount) in excess of the Purchaser Deductible Amount. Solely for purposes of determining the amount of Losses for which the Purchaser Indemnified Parties are entitled to be indemnified by Seller pursuant to Section 7.2 for a breach of, or inaccuracy in, any representation or warranty (including for determining whether a breach of a representation or warranty has occurred or an inaccuracy of any representation or warranty exists), any materiality or Material Adverse Effect standard contained in the applicable representation or warranty shall be disregarded. Absent fraud, in no event shall Seller’s actual cumulative liability for Losses pursuant to Section 7.2, excluding Losses relating to the Excluded Claims or Taxes, exceed Two Hundred Two Million, Five Hundred Thousand Dollars ($202,500,000). In no event shall Seller’s actual cumulative liability for all Losses hereunder, including liability for Losses relating to the Excluded Claims and Taxes, exceed the lesser of: Purchase Price. Each Loss or right of indemnification under Section 7.8 for which any Purchaser Indemnified Party is entitled to recovery shall be reduced by (i) Eight Million Five Hundred Thousand the amount of any insurance proceeds actually received by such Purchaser Indemnified Party (net of costs and 00/100 Dollars ($8,500,000.00); expenses of collection) with respect to such Loss or right of indemnification and (ii) seventy percent any indemnity, contribution or other similar payment that such Purchaser Indemnified Party received from any third party with respect to such Loss or right of indemnification. If Purchaser received any payment from Seller in respect of any Losses pursuant to Section 7.2 and Purchaser could have recovered all or part of such Losses from a third party (70%a “Potential Contributor”) based on the underlying Claim (other than for Taxes), at the written request of the “Seller, Purchaser shall, to the extent permitted by applicable Legal Requirement and any contractual provision, assign such of its rights to proceed against the Potential Contributor as is” value of are necessary to permit Seller to recover from the Property; or (iii) Potential Contributor the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if of such rents were being paidpayment. (b) The Borrower will In determining the amount of Losses for which any Seller Indemnified Party is entitled to be eligible indemnified by Purchaser pursuant to receive the remaining portion Section 7.3 for a breach of, or inaccuracy in, any representation or warranty (including for determining whether a breach of the Loan not advanced a representation or warranty has occurred or an inaccuracy of any representation or warranty exists), any materiality standard contained in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction applicable representation or warranty shall be disregarded. Each Loss or right of the following conditions: indemnification pursuant to Section 7.8 for which any Seller Indemnified Party is entitled to recovery shall be reduced by (i) The aggregate the amount of all Tranches shall not exceed the original principal amount any insurance proceeds actually received by such Seller Indemnified Party (net of the lesser costs and expenses of (icollection) Ten Million Five Hundred Thousand with respect to such Loss or right of indemnification and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) any indemnity, contribution or other similar payment that such Seller Indemnified Party received from any third part with respect to such Loss or right of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leaseindemnification. (iic) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 Notwithstanding any other provision of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower in no event shall provide the Lender with Losses include a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05party’s incidental or consequential damages or special or punitive damages to such party.

Limitations. In addition (a) The Company will have no obligation to indemnify the Investor Indemnified Persons pursuant to Section 10.2.1(a) solely in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty made by the Company or Xxxxxxx described therein unless the aggregate amount of all such Losses incurred or suffered by the Investor Indemnified Persons exceeds the Indemnity Deductible Amount (at which point the Investor Indemnified Persons will be indemnified for all such Losses in excess of the Indemnity Deductible Amount); provided, that the foregoing limitations will not apply to claims for indemnification pursuant to Section 10.2.1(a) solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 3.15 (Tax Matters). (b) Xxxxxxx will have no obligation to indemnify the Investor Indemnified Persons pursuant to Section 10.2.1(a) solely in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty made by the Company or Xxxxxxx described therein unless the aggregate amount of all such Losses incurred or suffered by the Investor Indemnified Persons exceeds the Indemnity Deductible Amount (at which point, the Investor Indemnified Persons will be indemnified for all such Losses in excess of the Indemnity Deductible Amount) and Xxxxxxx’x aggregate liability in respect of any such claims will not exceed $95,000,000 plus an amount equal to the additional aggregate Purchase Price, if any, paid by the Investors pursuant to the proviso in Section 2.1 (the “Cap”); provided, that the foregoing limitations will not apply to claims for indemnification pursuant to Section 10.2.1(a) solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 3.15 (Tax Matters); and provided further, that the Cap will also not apply to claims for indemnification pursuant to Section 10.2.1(a) solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Power and Authorization), 3.4(d) (Noncontravention), 3.5 (Capitalization), 3.14.1 (Legal Compliance), 3.16 (Employee Benefit Plans), 3.17 (Environmental), 3.25 (No Brokers), 4.1 (Power and Authorization) and 4.4 (No Brokers). (c) All payments to be made by the Company pursuant to this Section 10 will be made in cash. All payments to be made by Xxxxxxx pursuant to this Section 10 will be made, at Xxxxxxx’x option, in cash or through the transfer of capital stock of the Company (or, following the contribution and exchange contemplated by the Contribution and Exchange Agreement, any parent thereof) held by Xxxxxxx (including any of his successors, assigns and transferees) on such date with a fair value equal to such payment obligation, determined as of the Closing Date, as adjusted to reflect the diminution in value of such capital stock resulting from any Losses, to the applicable Investor Indemnified Persons. At any time when shares of capital stock will be used to satisfy his indemnification obligations hereunder, any such shares which have an automatic accruing dividend or other preferential rights will first be used to satisfy such obligations, and then, after all such shares have been so transferred, any other shares of such capital stock then held by Xxxxxxx (including his successors, assigns and transferees) will be used to satisfy such obligations. The fair value of any shares of capital stock to be used to satisfy any indemnification obligations hereunder shall be determined, as of the Closing Date, jointly by the Xxxxxxx and WCAS IX at the time such payment is to be made; provided, that the value of shares of capital stock which have an accruing dividend shall be the accrued value of such shares. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such shares shall be determined, as of the Closing Date, by an independent appraiser experienced in valuing such type of securities jointly selected by Xxxxxxx and WCAS IX. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by Xxxxxxx. (d) All payments to be made by the Company or Xxxxxxx pursuant to claims for indemnification pursuant to Section 10.2.1(a) solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 3.15 (Tax Matters) shall be reduced, if and to the extent there have been any (i) actual Tax Benefits to the Company prior to the time such payment is to be made, which Tax Benefits result from items 1 or 2 disclosed on Schedule 10.2.2(d), or (ii) actual cash received by the Company prior to the time such payment is to be made, which cash is received as a result of items 3 or 4 disclosed on Schedule 10.2.2(d), and, in the case of (i) and (ii) of this Section 10.2.2(d), if requested by WCAS IX, such Tax Benefits or cash are verified in writing by the Company’s independent accountants. (e) The Investors acknowledge that Xxxxxxx will contribute up to $15,000,000 of the proceeds he receives from the Contemplated Transactions to a newly formed limited partnership to be known as the Xxxxxxx Family Limited Partnership (the “Family Partnership”). Prior to the contribution of such proceeds, no other contributions will have been made to the Family Partnership. Thereafter, Xxxxxxx may contribute additional assets (other than shares of capital stock of the Company (or, following the contribution and exchange contemplated by the Contribution and Exchange Agreement, any parent thereof)) to the Family Partnership, if and to the extent Xxxxxxx has received distributions from the Family Partnership equal to or greater than the fair market value of such additional contributed assets. Except for contributions of assets contemplated by the immediately preceding sentence, no additional contributions will be made to the Family Partnership. Provided that there has not been any breach or violation of this paragraph (e), if any claim becomes due from Xxxxxxx pursuant to Section 10.2.1(a) solely in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty made by the Company or Xxxxxxx described therein, the Investors shall have no rights against Xxxxxxx’x interest in, or the assets held in, the Family Partnership. Upon receiving any notice of any such claim, Xxxxxxx will, if requested, provide WCAS IX with reasonable documentation evidencing all contributions made and distributions from the Family Partnership, including reasonable documentation evidencing the fair market value of any non-cash contributions or distributions. (f) Claims for indemnification pursuant to any other provision of Section 10.2.1 are not subject to the limitations set forth in this Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid10.2.2. (bg) The Borrower will be eligible If, following the Closing, any claim becomes due from Xxxxxxx pursuant to receive Section 10 in respect of any Losses, Xxxxxxx shall have no rights against the remaining portion Company, or any director, officers, employee or stockholder thereof (in their capacity as such), whether by reason of the Loan not advanced contribution, indemnification, subrogation or otherwise, in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” respect of any such claim, and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed take any action against the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; Company or (iii) an amount which would result any person or entity in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closingrespect thereof. Notwithstanding anything contained herein to the contrarycontrary contained herein, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Datenone of Xxxxxxx, the Borrower Company, the Investors nor any Investor Indemnified Person shall provide the Lender with a new appraisal assert any claims against any officers, directors, attorneys, employees, or agents of the PropertyCompany (other than Xxxxxxx), which appraisal shall comply arising out of or with all respect to this Agreement or the Contemplated Transactions, including any Ancillary Agreement or any other document, Schedule, instrument or certificate delivered pursuant to or in connection therewith, or any action, inaction, statement or omission pertaining thereto (whether such right sounds in contract or tort, or by reason of contribution, indemnification, subrogation, or otherwise), including without limitation any right arising with respect to Section 10 in respect of any Losses suffered by reason of any breach of, or inaccuracy in, any representation or warranty made by the requirements of Section 2.05Company or Xxxxxxx.

Limitations. In addition Notwithstanding any representation, warranty, covenant or other agreement contained in this Agreement, including the rights of indemnification provided in this Section 8, the Seller shall have no obligation to release, indemnify and hold harmless any Buyer Indemnitee with respect to any Adverse Consequence (A) associated with, attributable to or resulting from any environmental condition or circumstance (including the non-compliance with any Environmental Law and the presence of any Hazardous Substance) except to the limitations extent the relevant condition or circumstance (x) constitutes a breach of the representation and warranty set forth in Section 2.01 above4(i) or (y) is subject to indemnity in accordance with Sections 8(b)(vi) and 8(b)(ix)-(xi) or (B) to the extent relating to the Javelina Partnerships or the assets, properties, obligations, activities and other matters relating to the Javelina Partnerships, that portion of such Adverse Consequence in excess of the product derived by multiplying the Javelina Percentage Interest by the amount of such Adverse Consequence. By way of clarification, the Loan Parties acknowledge and agree (1) that the Buyer has entered into a separate purchase agreement with each partner of the Javelina Partnerships covering such partner’s interest in such Javelina Partnerships, and (2) each such purchase agreement is separate and independent from the others and is not intended to increase the Seller’s exposure for Adverse Consequences, if any. For example, if it should happen that one of the Javelina Partnerships has an Unrecorded Obligation of $100 that would constitute a breach of the representation and warranty contained in Section 4(l), the Seller’s maximum exposure with respect thereto (subject to any deductibles, caps or other limitations) would be determined by multiplying $100 by the Javelina Percentage Interest. In lieu of performing all or any portion of its Obligations under Section 8(b)(i) to the extent relating to the representation and warranty set forth in Section 4(i), or that are subject to indemnity in accordance with Sections 8(b)(vi) and 8(b)(ix)-(xi), the Seller shall be advanced have the right to remediate any such environmental condition or circumstance subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand terms and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced conditions set forth in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseEnvironmental Access Agreement. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition 7.4.1 Where the Chargor is under an obligation to use its reasonable endeavours to obtain an acknowledgment of a notice pursuant to paragraph 7.2.1 (Bank Accounts) in respect of an Account or paragraph 7.3.2 (Intra-Group Loan Agreements and Hedging Agreements) in respect of a Hedging Agreement and, within 20 Business Days of service of the limitations set forth in Section 2.01 aboverelevant notice, the Loan Chargor, having used its reasonable endeavours, has not been able to obtain an acknowledgement, its obligation to obtain an acknowledgement shall be advanced cease on the expiry of that 20 Business Day period. 7.4.2 Notwithstanding any other provision of this Debenture, where an asset is subject to a third party arrangement (permitted by the Secured Debt Documents) which prevents it from being subject to the following limitations: (a) On the date of this AgreementSecurity created hereunder, the Borrower Chargor shall be eligible to receive an advance (in the “Initial Tranche”case of any Intra-Group Loan Agreement) not to exceed or shall use reasonable commercial endeavours (in the lesser of: case of any other asset) (i) Eight Million Five Hundred Thousand and 00/100 Dollars without incurring disproportionate costs ($8,500,000.00); (ii) seventy percent (70%) in the opinion of the “as is” value Security Agent, acting reasonably)) to obtain any consents necessary to remove any restriction on the creation of Security to enable the assets of the Property; or (iii) Chargor to be the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion subject of the Loan not advanced relevant Security pursuant to this Debenture, unless (other than in the Initial Tranche case of any Intra-Group Loan Agreement) it would, in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction reasonable opinion of the following conditions: (i) The aggregate amount Chargor, be commercially prejudicial to do so. Other than in the case of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contraryany Intra-Group Loan Agreement, if the requested Future Tranche is more than eighteen (18) calendar months Chargor, having used its reasonable endeavours, has not been able to obtain such consent or remove such restriction, its obligation to do so shall cease after a 20 Business Day period. 7.4.3 To the Closing Dateextent the required consent or removal of a restriction referred to in paragraph 7.4.2 above cannot be secured, the Borrower Security created pursuant to this Debenture will constitute security over all damages, compensation, remuneration, profit, rent or income which it may derive from that asset or document or be awarded or entitled to in respect of that asset or document until the Chargor obtains the required consent or satisfies the relevant condition. If an Acceleration Event has occurred and is continuing, all monies received in respect of such damages, compensation, remuneration, profit or income shall provide be paid to the Lender with Security Agent or to its order (or, if not paid to the Security Agent or to its order, shall be held on trust for the Security Agent). Immediately upon obtaining any such consent or removing any such restriction, the asset concerned will become subject to that Security and the Chargor shall promptly deliver a new appraisal copy of such consent or evidence of such removal to the Security Agent. 7.4.4 Notwithstanding any other provision of this Debenture, perfection of Security created or purported to be created pursuant to this Debenture over any Hedging Agreements or Accounts, including delivery of any notices, will not be required if to do so would materially impact the ability of the PropertyChargor to conduct its operations and business in the ordinary course or prevent the Chargor from using the relevant asset in the course of its business as permitted by the Secured Debt Documents, which appraisal provided that where perfection has been delayed, the relevant Security shall comply with all be perfected as soon as reasonably practicable following the occurrence of an Acceleration Event. 7.4.5 For the requirements avoidance of Section 2.05doubt, the provisions of this Clause 7.4 do not apply to security provided over Shares pursuant to Clause 3.1.1 (Specific Security) and 7.1 (Title Documents) above.

Limitations. In addition The preparation and filing of a Registration Statement pursuant to this Section 4 and the limitations set forth in Section 2.01 aboveoffering, the Loan sale and delivery of Registrable Shares pursuant thereto shall be advanced subject to the following limitations: i. The Company shall be obligated to prepare, file and cause to become effective only one Registration Statement pursuant to this Section 4. ii. Only Earnout Shares, whether received by a Designated Stockholder from the Company upon original issue pursuant to the Merger Agreement or received by another Stockholder from a Designated Stockholder upon an assignment not involving a Public Offering, may be included in a Registration Statement filed pursuant to this Section 4, and no sales of such shares shall be effected by the Affected Stockholders under such Registration Statement prior to the delivery to the Company of a certificate of the Affected Stockholders to such effect. iii. The proposed and actual filing by the Company of a Registration Statement pursuant to this Section 4 shall not entitle any Stockholder to registration rights pursuant to Section 3 herein. iv. The offering, sale and delivery of Registrable Shares pursuant to any Registration Statement filed pursuant to Rule 415 (relating to "shelf registration statements") of the Securities Act Rules under this Section 4 shall be suspended if, at the time of any offering, sale and delivery pursuant to a shelf registration statement, the Company has material inside information as to which it believes it has a valid business purpose in refraining from disclosing publicly for the time being and that current public disclosure of such information would have a material adverse effect on the Company. Such suspension period shall commence upon notice by the Company to the Affected Stockholders and shall continue until the earlier of (a) On the expiration of 60 days thereafter; (b) the public announcement of such material inside information; or (c) the date on which the Company gives the Affected Stockholders notice that such suspension is no longer required; provided, however, that the same material inside information shall not constitute a basis for continuation of this Agreement, the Borrower suspension period. v. The Company shall be eligible obligated to receive an advance maintain the effectiveness of a Registration Statement filed pursuant to Rule 415 (the “Initial Tranche”) not relating to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%"shelf registration statements") of the “as is” value Securities Act Rules under this Section 4 until the third anniversary of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paideffective date thereof and no longer. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition Notwithstanding anything to the limitations set forth contrary contained in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00)each Seller shall not have an obligation to indemnify Trulieve Indemnitees in an aggregate amount over the total amount of consideration received by such Seller pursuant to this Agreement; (ii) seventy percent the Trulieve Indemnitees shall not be entitled to indemnification with respect to any claim for indemnification for Losses claimed under Section 9.1(a)(i) or Section 9.1(b)(i) unless and until the amount of Losses incurred by the Trulieve Indemnitees in respect of such claims, taken together, exceeds One Hundred Thirty Five Thousand Dollars (70%$135,000) (the “Deductible”) at which point, the Sellers, jointly and severally, shall indemnify the Trulieve Indemnitees for the full amount of all such Losses arising under this Agreement in excess of the “as is” value of Deductible, subject to the Property; or Indemnification Cap and the other limitations set forth herein, (iii) Parent shall have no obligation to indemnify the Seller Indemnitees pursuant to Section 9.1(c)(i)unless the aggregate amount of Losses incurred by any Seller Indemnitee(s) under Section 9.1(c)(i) exceeds the Deductible, at which would result point Parent shall indemnify the Seller Indemnitees for the full amount of all such Losses arising under this Agreement in a debt service coverage ratio equal excess of the Deductible, subject to the Indemnification Cap and the other limitations set forth herein and (iv) the Parties acknowledge that the Deductible shall not apply to Fraud, willful misconduct by Sellers, or greater breaches or misrepresentations of the Fundamental Representations, or any indemnification obligations of the Parties other than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter definedwith respect to Section 9.1(a)(i), as if such rents were being paid. (bSection 9.1(b)(i) The Borrower will be eligible to receive the remaining portion and Section 9.1(c)(i) of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) this Agreement. The aggregate amount of all Tranches Losses for which the Trulieve Indemnitees shall be entitled to recover under Section 9.1(a)(i) and Section 9.1(b)(i), and the Seller Indemnitees shall be entitled to recover under Section 9.1(c)(i) shall not exceed the original principal amount Indemnification Cap; provided, however, that the Indemnification Cap shall not apply to Fraud, willful misconduct by Sellers, or breaches or misrepresentations of Warranties in Section 4.19 or the Fundamental Representations, or any indemnification obligations of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00Parties other than with respect to Section 9.1(a)(i); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter definedSection 9.1(b)(i) and such additional documentation as is necessary thereto for each Future Tranche. (ivSection 9.1(c)(i) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent (other than to the Closing. Notwithstanding anything contained herein extent such breaches with respect to Section 9.1(a)(i), Section 9.1(b)(i) and Section 9.1(c)(i) relate to the contrarybreach of a representation under Section 3, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.054 or Section 5 hereunder).

Limitations. In addition Notwithstanding anything herein to the limitations set forth contrary: no Seller shall incur or have any liability to indemnify the Buyer Indemnitees under Section 12.03(b) (except with respect to breaches of any Fundamental Representations or breaches of the representations and warranties contained in Section 2.01 above, the Loan shall be advanced subject 6.01(i) or Section 6.01(j)(i) (to the following limitations: extent such breaches of Section 6.01(j)(i) arose during the period which the Assets have been owned by a Seller)) unless (a) On the date individual amount of any Liability subject to indemnification is greater than or equal to $100,000 and (b) where the aggregate total of all such Liabilities for which all Sellers are liable under this Agreement, Agreement (after the Borrower shall be eligible to receive an advance application of the provisions of clause (a) above) equals or exceeds 2% of the Purchase Price (the “Initial TrancheIndemnity Deductible”). In the event that the sum of all such Liabilities exceeds the Indemnity Deductible, then such Seller’s obligation to indemnify the Buyer Indemnitees shall be applicable only to the portion thereof that exceeds the Indemnity Deductible. For avoidance of doubt, no Seller will have any obligation or Liability to Buyer Indemnitees under this Article XII for amounts for which a downward adjustment was made to the Purchase Price pursuant to Section 3.04. For the sole purpose of determining whether the amount of any Liability with respect to a claim for indemnification associated with a breach of representation or warranty hereunder exceeds the individual $100,000 threshold or collectively with all other claims, the Indemnity Deductible, any dollar thresholds or materiality or Material Adverse Effect qualifiers in such representations and warranties shall be disregarded. Sellers’ aggregate liability under Section 12.03(b) not for breaches of representations and warranties (other than breaches of Fundamental Representations and breaches of the representations and warranties contained in Section 6.01(j)(i) (to exceed the lesser of: (iextent such breaches of Section 6.01(j)(i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00arose during the period which the Assets have been owned by any Seller); (ii) seventy shall be limited to ten percent (7010%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidPurchase Price. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition (i) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the limitations other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in Section 2.01 abovethe Fundamental Representations, or the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand related sections and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) subsections of the “as is” value of Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease.Covered Matters. Stock Purchase Agreement 23 (ii) All Future Tranches Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall be advancednot exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, if except for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller at allthe applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not later than July 9, 2012exceed 100% of the amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) The Borrower Recovery under this Article VIII shall enter into constitute the sole and execute exclusive remedy for any breach of any representation, warranty, covenant, or agreement pursuant to or in any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (including an Interest Rate Protection Agreement (as hereinafter definedinjunction) and such additional documentation as is necessary thereto for each Future Trancheto enforce its obligations under this Agreement. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On Notwithstanding anything to the date of contrary in this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand the indemnification obligations under Section 9.2 shall be satisfied solely by the distribution and/or cancellation of Indemnity Escrow Shares in accordance with Section 9.5(c) and 00/100 Dollars ($8,500,000.00); in no event shall the indemnification obligations under Section 9.2 exceed the Indemnity Escrow Shares or require any payment or other obligation of any indemnifying party, or (ii) seventy percent (70%) the indemnification obligations under Section 9.3 shall be satisfied solely by the issuance of the “as is” value Company Indemnity Shares in accordance with Section 9.5(c) and in no event shall the indemnification obligations under Section 9.3 exceed the Company Indemnity Shares or require any payment or other obligation of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidany indemnifying party. (b) The Borrower will No claims shall be eligible made by any Parent Indemnified Party for indemnification pursuant to receive Section 9.2 unless and until the remaining portion aggregate amount of Losses for which the Parent Indemnified Parties seek to be indemnified pursuant to Section 9.2 exceeds $1,000,000 (the “Deductible Amount”), at which time the Parent Indemnified Parties shall be entitled to indemnification for all such Losses in excess of the Loan not advanced Deductible Amount, subject to the limitation set forth in Section 9.4(a)(i), and no claims shall be made by any Company Indemnified Party for indemnification pursuant to Section 9.3, unless and until the Initial Tranche aggregate amount of Losses for which the Company Indemnified Parties seek to be indemnified pursuant to Section 9.3 exceeds the Deductible Amount, at which time the Company Indemnified Parties shall be entitled to indemnification for all such Losses in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction excess of the following conditions: Deductible Amount, subject to the limitation set forth in Section 9.4(a)(ii). Notwithstanding the foregoing, the Deductible Amount shall not apply to any indemnification obligations relating to Losses (i) The aggregate amount arising under Section 9.2 as a result of, with respect to or in connection with the failure of all Tranches shall not exceed the original principal amount any representation or warranty of the lesser Company set forth in Section 5.18(b) or arising under Section 9.3 as a result of, with respect to or in connection with the failure of (iany representation or warranty of Parent set forth in Section 6.19(b) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); or (ii) seventy percent (70%) of the then “as is” value of the Property; resulting from fraud or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leaseintentional misrepresentation. (iic) All Future Tranches shall The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be advancedexercised by the Parent Indemnified Parties based on such representations, if warranties, covenants and obligations, will not be limited or affected by any investigation conducted by Parent or Merger Sub, any agent of Parent or Merger Sub or the Parent Representative with respect to, or any knowledge acquired (or capable of being acquired) by Parent or Merger Sub, any agent of Parent or Merger Sub or the Parent Representative at allany time, not later than July 9whether before or after the execution and delivery of this Agreement-or the Closing, 2012with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. (iiid) The Borrower shall enter into representations, warranties, covenants and execute an Interest Rate Protection obligations of Parent, and the rights and remedies that may be exercised by the Company Indemnified Parties based on such representations, warranties, covenants and obligations, will not be limited or affected by any investigation conducted by the Company, any agent of the Company or the Company Representative with respect to, or any knowledge acquired (or capable of being acquired) by the Company, any agent of the Company or the Company Representative at any time, whether before or after the execution and delivery of this Agreement (as hereinafter defined) and or the Closing, with respect to the accuracy or inaccuracy of or compliance with any such additional documentation as is necessary thereto for each Future Trancherepresentation, warranty, covenant or obligation. (ive) For each requested Future TrancheThe parties agree that, from and after the Closing, the Lender may require the Borrower to provide the Lender with a new sole and exclusive remedy (other than as described in Section 9.4(f)) for any Losses based upon, arising out of or updated appraisal otherwise in respect of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of matters set forth in this Agreement (including the schedules and any certificate delivered pursuant hereto, but, for the appraisal required as a condition precedent avoidance of doubt, excluding exhibits and any other agreements entered into in connection herewith) shall be the rights to the Closing. indemnification set forth in this Article IX. (f) Notwithstanding anything contained herein in this Article IX to the contrary, if nothing in this Agreement shall limit the requested Future Tranche is more than eighteen right of any party to seek a preliminary or permanent injunction or specific performance of any covenant or agreement contained herein or in any exhibit, schedule, certificate or instrument or other agreement, whether or not contemplated herein. (18g) calendar months after The amount of any Losses subject to indemnification under this Article IX shall be reduced by the Closing Dateamounts actually recovered by the applicable Indemnified Parties under applicable insurance policies with respect to claims related to such Losses, net of all costs and expenses associated with the recovery thereof, including any premium increases, and net of the Deductible Amount applicable to such Losses. (h) For purposes of determining the failure of any representations or warranties to be true and correct, the Borrower breach of any covenants and agreements, and calculating Losses hereunder, any and all materiality or Material Adverse Effect qualifications (or similar qualifications, but not specific dollar thresholds) in the representations, warranties, covenants and agreements shall provide be disregarded (other than those set forth in Sections 5.6(b), 5.18(a), 5.21, 5.23, 6.6(b), 6.6(c), 6.19(a), 6.23, and other than those included in any references to any “Company Material Contract” or “Parent Material Contract,” which shall not be disregarded for purposes of determining the Lender with a new appraisal failure of the Property, which appraisal shall comply with all of the requirements of Section 2.05any such representations or warranties to be true and correct).

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On Notwithstanding anything else to the date contrary contained herein, neither the Purchaser nor Global shall be entitled to assert any claim for indemnification pursuant to Section 9.1 hereof unless and until such time as the Losses, in the aggregate, with respect to breaches of this Agreementrepresentations and warranties only (subject to Section 9.6(b) below) exceed $250,000 (the "Basket"), at which time all claims for Losses may be asserted commencing with the first dollar of such Losses. In addition, the Borrower indemnification obligations of the Seller and the Shareholder hereunder, with respect to breaches of representations and warranties only (subject to Section 9.6(b) below) shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy twenty-five percent (7025%) of the “as is” value of Purchase Price (the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined"Cap"), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, it is understood and agreed that the Basket and Cap shall not apply to the indemnification obligations of the Seller and the Shareholder set forth at Section 9.1(ii), (iii) or (iv) hereof or to the indemnification obligations of the Seller and the Shareholder set forth at Section 9.1(i) if the requested Future Tranche is more than eighteen misrepresentation or breach of representation arises out of the intentional, knowing or fraudulent acts or omissions of the Seller or the Shareholder. (18c) calendar months after Notwithstanding Section 1.2(a)(iv) hereto, all Warranty Claims shall be referred to the Purchaser for processing and handling and the Purchaser agrees to do so in accordance with the terms of the applicable warranty and return policies, and in accordance with commercially reasonable practices, whether or not such Warranty Claims exceed the reserve set forth on the Closing DateBalance Sheet. Notwithstanding the foregoing, it is understood and agreed that any Warranty Claims which exceed the reserves set forth on the Closing Balance Sheet (the "Excess Warranty Claims") are Excluded Liabilities and subject to the indemnification provisions of this Article 9. Notwithstanding the foregoing, to the extent that any Excess Warranty Claims are incurred, the Borrower Seller shall provide have the Lender with a new appraisal option of either reimbursing the Purchaser for such Excess Warranty Claims, as incurred from time to time (within thirty (30) days of the Property, which appraisal shall comply Purchaser providing the Seller with all notice of such Excess Warranty Claims) or notifying the Purchaser (within ten (10) days of the requirements Seller's receipt of Section 2.05notice of the Excess Warranty Claims) to apply such Excess Warranty Claims against the Basket. It is understood and agreed that any Excess Warranty Claims shall not be subject to the Cap.

Limitations. In addition 9.1 The Buyer shall give notice in writing of a Claim to the limitations set forth Sellers’ Representative stating the nature of the claim and the amount claimed (or the Buyer’s estimate calculation of the loss thereby alleged to have been suffered by it) and such other reasonable details as are available to it as soon as is reasonably practicable after the Buyer becomes aware that it has or might have a Claim and in Section 2.01 above, any event the Loan Sellers shall be advanced subject to the following limitationsunder no liability in respect of any Claim unless notice is given in respect of it: (a) On in the date case of this Agreement, the Borrower shall be eligible to receive an advance a Business Warranty Claim (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in other than a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable claim under the Master Lease (as hereinafter defined), as if such rents were being paid.Tax Warranties) or Indemnity Claim on or before the first anniversary of Completion; and (b) in the case of a claim under the Tax Warranties or a Tax Claim on or before the third anniversary of Completion; and the liability of the Sellers for any Claim specified in such notice shall absolutely cease and determine if proceedings in respect of any Claim notified in accordance with this sub-Clause 9.1, have not been issued and validly served on the Sellers, or the amount payable agreed between the parties, within nine months after the notice referred to in this sub-Clause 9.1 is served except in the case of a Claim which when notified under this clause is contingent or incapable of being quantified, in which case the nine month period shall commence on the date upon which the Claim ceases to be subject to a contingent, or is capable of being quantified. 9.2 The Borrower will Sellers shall not be eligible liable for any Business Warranty Claim unless the aggregate liability for all Business Warranty Claims exceeds £30,000, in which event the Sellers shall be liable for the entire amount of such Business Warranty Claims and not just the excess. The Tax Covenantors shall not be liable for any Tax Claim unless the aggregate liability for all Tax Claims exceeds £10,000, in which event the Tax Covenantors shall be liable for the entire amount of such Tax Covenantors Claims and not just the excess. 9.3 In calculating any liability of the Sellers and subject to receive the remaining remainder of this Clause 9: (a) the maximum aggregate liability of all the Sellers under this Agreement shall be limited to the value of the Consideration Shares issued and to be issued to the Share Sellers in accordance with Clauses 4.2(b), 4.2(d)(i) and 4.2(d)(ii) and 4.2(d)(iii), the Deferred Consideration Cash Payment Amount if paid to the EIS Concert Party and/or the Other Share Sellers and the New Warrants issued and to be issued to the Warrantholder in accordance with Clauses 4.2(c) and 4.2(d)(iv); (b) subject to Clause 9.3(c), the aggregate individual liability for each Seller under this Agreement shall in the case of the Share Sellers, be limited to the value of Consideration Shares issued and to be issued to each Share Seller in accordance with Clauses 4.2(b), 4.2(d)(i), 4.2(d)(ii) and 4.2(d)(iii) and the Deferred Consideration Cash Payment Amount if paid to the EIS Concert Party and/or the Other Share Sellers and in the case of the Warrantholder, be limited to the value of the New Warrants issued and to be issued to the Warrantholder in accordance with Clauses 4.2(c) and 4.2(d)(iv); (c) the aggregate individual liability for each Business Warrantor in respect of all Business Warranty Claims under this Agreement (excluding each Business Warrantors’ liability to pay any portion of the Loan not advanced fees of a Qualified Barrister, Expert and/or any other legal or professional fees incurred in connection with the Initial Tranche in not more than two (2Transaction) additional Tranches (each a “Future Tranche” and collectively shall be limited to the “Future Tranches”) upon satisfaction of the following conditionsvalue of: (i) The aggregate amount of all Tranches shall not exceed the original principal amount two thirds of the lesser Completion Consideration Shares to be issued to each Business Warrantor in accordance with Clause 4.2(b)(i) of this Agreement; and (ii) two thirds of the Retention Shares to be issued to each Business Warrantor in accordance with Clause 4.2(b)(ii) of this Agreement; and (d) to the extent that more than one Business Warrantor is liable for a Business Warranty Claim, the liability of each Breaching Business Warrantor for each Business Warranty Claim (regardless of their degree of culpability) shall be limited to the value of the Breaching Business Warrantor’s Warranty Claim Proportion of the Business Warranty Claim. For the avoidance of doubt, the value of the Consideration Shares issued and to be issued to the Share Sellers shall be calculated by multiplying the number of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00)Completion Consideration Shares issued by the Issue Price; (ii) seventy percent (70%) of Retention Shares to be issued by the then “as is” value of the PropertyIssue Price; or (iii) an amount which would result in a debt service coverage ratio equal the Non-EIS Concert Party Deferred Consideration Shares to or greater than be issued by the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. Issue Price; (iv) For each requested Future Tranche, the Lender may require EIS Concert Party Deferred Consideration Shares to be issued by the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contraryRelevant Price or, if the requested Future Tranche Relevant Price is more less than eighteen (18) calendar months after the Closing DateIssue Price, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.Issue Price; and

Limitations. In addition (i) No amount shall be payable to the limitations Buyer Indemnified Parties in satisfaction of claims for indemnification pursuant to Section 6.2(a)(i) unless and until the aggregate amount of all Losses of the Buyer Indemnified Parties paid, incurred, sustained or accrued (or anticipated to be paid, incurred, sustained or accrued) equal or exceed $500,000 (the “Threshold”), at which time the Sellers shall indemnify the Buyer Indemnified Parties for the full amount of all such Losses in excess of $100,000 up to an amount equal to the Cap; provided that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in Section 2.01 abovethe Statutory Representations and the Fundamental Representation, or the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand related sections and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) subsections of the “as is” value Company Disclosure Schedule (in each case disregarding any materiality or knowledge limitation therein for purposes of determining the Property; Losses resulting from, arising out of or (iii) the amount which would result in relating to such breach, but not for purposes of determining whether a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter definedbreach occurred), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (iii) The aggregate amount of all Tranches payments made by the Sellers in satisfaction of claims for indemnification pursuant to Section 6.2(a)(i) shall not exceed $5,000,000 (the original principal “Cap”); provided that the Cap shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Statutory Representations and the Fundamental Representation, or the related sections and subsections of the Company Disclosure Schedule (in each case disregarding any materiality or knowledge limitation therein for purposes of determining the Losses resulting from, arising out of or relating to such breach, but not for purposes of determining whether a breach occurred); provided, however, that in no event shall the aggregate amount of all payments made by Sellers in satisfaction of claims for indemnification Pursuant to Section 6.2 exceed the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012Purchase Price. (iii) The Borrower In calculating any Losses there shall enter into and execute be deducted any indemnification, contribution or other similar payment actually recovered by the Indemnitee or any Affiliate thereof from any third Person with respect thereto. Any such amounts received by an Interest Rate Protection Agreement (as hereinafter defined) and Indemnitee or any Affiliate thereof with respect to any indemnity claim after it has received an indemnity payment hereunder shall be promptly paid over to the Indemnitor; provided that the Indemnitee shall not be obligated to pay over any such additional documentation as is necessary thereto for each Future Trancheamount in excess of the amount paid by the Indemnitor to the Indemnitee with respect to such claim. (iv) For each requested Future Tranche, No Xxxxxxx Shareholder shall be required to indemnify and hold harmless for more than the Lender may require Xxxxxxx Shareholder Pro Rata Share of a Loss under Section 6.2; (v) In no event shall the Borrower aggregate amount required to provide be paid by a Xxxxxxx Shareholder under Section 6.2 exceed the Lender with a new or updated appraisal portion of the PropertyPurchase Price actually received by such Xxxxxxx Shareholder; (vi) No Xxxxxxx Shareholder shall be required to indemnify and hold harmless under Section 6.2 with respect to Losses arising from any fraud, which new intentional misrepresentation, breach of any warranty, representation, covenant or updated appraisal obligation contained in this Agreement by any other Shareholder; provided, however that this subclause (vi) shall comply with all not apply in the event of such breach by the Company; (vii) No Seller shall have any liability for any Loss to the extent that an allowance, provision or reserve covering such Loss is specifically included in the Closing Working Capital. (viii) Except for remedies that cannot be waived as a matter of Law and injunctive and provisional relief, this ARTICLE VI shall be the sole and exclusive remedy for breach of, or inaccuracy in, any representation, warranty, or covenant contained herein, or otherwise in respect of the requirements of Section 2.05 transactions contemplated hereby. (ix) No Seller shall have liability under any provisions of this Agreement for the appraisal required as a condition precedent any Losses to the Closing. Notwithstanding anything contained herein extent that such Losses were caused by actions taken or omitted to be taken by Buyer or any of its Affiliates with respect to the contraryCompany, if the requested Future Tranche is more than eighteen (18) calendar months Business, Purchased Assets and/or Assumed Liabilities after the Closing Date. (x) No Buyer shall have liability under any provisions of this Agreement for any Losses to the extent that such Losses were caused by actions taken or omitted to be taken by Seller or any of its Affiliates with respect to the Company, Business, Purchased Assets and/or Assumed Liabilities prior to the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05Closing Date.

Limitations. In addition (i) Notwithstanding anything to the limitations set forth contrary in Section 2.01 above, the Loan shall be advanced subject to the following limitationsthis Agreement: (aA) On the date of this Agreement, the Borrower no Indemnitee shall be eligible entitled to receive an advance a claim for indemnification pursuant to Section 6.2(a)(i) with respect to the matter set forth on Schedule 6.2(b)(i)(A) (the “Initial TrancheSpecified Matter”) not to exceed unless and until the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches Losses under all claims of all Indemnitees with respect to the Specified Matter (“Specified Losses”) shall exceed $3,000,000 (the “Specified Basket”), at which time all Specified Losses incurred shall be subject to indemnification hereunder including the amount of the Specified Basket; (B) other than as provided in Section 6.2(b)(i)(A), no Indemnitee shall be entitled to a claim for indemnification pursuant to Section 6.2(a)(i) (other than with respect to any Fundamental Representations or the Tax Rep) unless and until the aggregate amount of all Losses under all claims of all Indemnitees for all such breaches pursuant to Section 6.2(a)(i) (other than with respect to any Fundamental Representations or the Tax Rep) shall exceed $3,000,000 (the “Primary Basket”), at which time all Losses incurred shall be subject to indemnification hereunder including the amount of the Primary Basket, provided that only fifty percent (50%) of any Specified Losses, up to a maximum of $1,500,000, shall be included for purposes of calculating whether Losses exceed the Primary Basket; (C) the Indemnifying Parties shall not be obligated to indemnify Indemnitees for any individual Loss or series of related losses which equal an amount of less than $50,000 (the “Mini-Basket”); (D) (x) the Indemnifying Holders’ aggregate Liability for indemnification pursuant to Section 6.2(a)(i) (other than with respect to any Fundamental Representations and with respect to the IP Rep and Tax Rep as provided in Section 6.2(b)(i)(E) and Section 6.2(b)(i)(F) below) shall not exceed the original principal amount of Escrow Amount (the lesser of (i“General Cap”), and any Loss Amounts that any Indemnitee is entitled to recover pursuant to Section 6.2(a)(i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches above shall be advanced, if at all, not later than July 9, 2012. payable solely from the Escrow Fund in accordance with Section 6.3 (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition Notwithstanding any other provision in this Article X, ----------- Parent will be entitled to indemnification only to the limitations set forth in Section 2.01 above, extent that the Loan aggregate Indemnifiable Amounts (which shall be advanced subject to the following limitations: (a) On the date determined for all purposes of this Agreement, the Borrower shall be eligible Article X disregarding any qualification in any representation or warranty as to receive an advance (the “Initial Tranche”"materially" or "material") not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00500,000) (the "Threshold Amount"); (ii) seventy . The aggregate amount to which Parent will be entitled to ---------------- be indemnified will not exceed a dollar amount equal to ten percent (7010%) of Parent Merger Shares valued at the “as is” value Parent Average Closing Price, and the liability of any single Stockholder for indemnification obligations shall be limited to such Stockholder's pro rata share of any Indemnifiable Amounts based on the number of Parent Merger Shares received by such Stockholder relative to the aggregate number of Parent Merger Shares; provided, however, that the limitation on the obligations of any Person for Indemnifiable Amounts arising out of criminal activity or fraud or willful misstatements or omissions by Calogic or such Person will be a Dollar amount equal to the aggregate number of Parent Merger Shares received by such Person valued at the Parent Average Closing Price. Parent will first seek reimbursement of any Indemnifiable Amounts pursuant to the provisions of the Property; or (iii) Escrow Agreement, but may seek indemnification hereunder with respect to any Indemnifiable Amounts after the amount which would result in a debt service coverage ratio equal termination of the Escrow Agreement, subject to or greater than Section 10.6. During the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under term of the Master Lease (as hereinafter defined)Escrow Agreement, as if such rents were being paid. (b) The Borrower Parent's sole remedy will be eligible a claim pursuant to receive the remaining portion Escrow Agreement. To the extent Parent is paid an amount on account of an Indemnifiable matter in excess of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate limitation set forth above, Parent will promptly remit such excess amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05party entitled thereto.

Limitations. In addition The amount of any Claim indemnifiable by an Indemnifying Party pursuant to this Section 8 shall be reduced by the amount of any insurance proceeds resulting from the subject matter of such Claim actually received by the Indemnified Party in respect of such Claim (net of any resulting increase in insurance premiums and any expenditures made in connection with obtaining such insurance recovery). Sellers shall not be required to indemnify Buyer under Section 8(b)(i) with respect to any Claims, and Buyer shall not be required to indemnify Sellers under Section 8(c)(i) with respect to any Claims, until the aggregate amount of all such Claims against Seller, or against Buyer, as the case may be, exceeds an amount equal to €5,000,000 (the “Indemnification Threshold”), in which case the Indemnifying Party shall only be liable for the amount of all Claims in excess of the Indemnification Threshold. Sellers’ aggregate liability to Buyer, and Buyer’s aggregate liability to Sellers, for Claims arising from this Agreement under Section 8(b)(i) or Section 8(c)(i) each shall be limited to an amount equal to €50,000,000 (the “Indemnification Cap”). Notwithstanding anything to the limitations contrary in this Section 8, in no event shall Buyer or Sellers be entitled to indemnification under Section 8(b)(i) or Section 8(c)(i) with respect to any individual Claim arising out of a breach of any representation or warranty other than the representations and warranties set forth in Section 2.01 above3(o) unless the amount of the individual Claim for which indemnification is being sought by such Party exceeds €20,000 (without regard to any materiality qualifiers in such representation or warranty), but any such otherwise indemnifiable Claim that does not exceed €20,000 shall not be taken into account in calculating whether the Loan Indemnification Threshold has been satisfied. Notwithstanding the foregoing, breaches of representations and warranties in Sections 3(a), 3(b), 3(k)(i), 3(k)(ii), 3(m), 3(n), 4(a) and 4(b) shall not be advanced subject to the following limitations: (a) On the date Indemnification Threshold or Indemnification Cap. By way of this Agreementclarification, the Borrower with respect to any Claims arising out of a matter that constitutes both a breach of a representation or warranty and an Excluded Liability, such Claims shall be eligible to receive treated as an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand Excluded Liability and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches Sellers’ indemnification obligation hereunder shall not exceed require Sellers to indemnify the original principal amount of Buyer Indemnified Parties against the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leasesame Claims twice. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition 5.1 Notwithstanding any other provision of this agreement, no limitations of any kind whatsoever shall apply to any claim under this agreement or under the limitations set forth in Section 2.01 aboveTax Deed against the Warrantors, the Loan shall be advanced subject to the following limitationsor any of them: (a) On which is (or the date delay in discovery of this Agreementwhich is) the consequence of any fraud, dishonesty or deliberate concealment as determined by a court of law on the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) part of any of the “as is” value of the PropertyWarrantors, their agents or advisers; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid.or (b) which is the result of a breach of any Warranty in part A of schedule 5. 5.2 The Borrower will be eligible to receive the remaining portion rights of the Loan not advanced Purchaser in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction respect of any breach of the following conditions:Warranties (other than the Warranties in part D (Tax) of schedule 5) shall (subject as provided in sub-clause 5.7) only be enforceable if notice in writing (giving in so far as may then be practicable the amount and details of the claim) shall be given to the Warrantors on or before the second anniversary of Completion. 5.3 The rights of the Purchaser in respect of any breach or non- fulfilment of any of the Warranties in part D (iTax) of schedule 5 and claims under the Tax Deed shall (subject as provided in sub-clause 5.7) only be enforceable if notice in writing (giving insofar as may then be practicable the amount and details of the claim) shall be given to the Warrantors on or before the sixth anniversary of the end of the accounting period of the Company in which Completion occurs. 5.4 The Purchaser shall not be entitled to make any claim or claims (however many in number) under the Warranties or the Tax Deed where the sum claimed is less than (Pounds)7,500, and any such claim or claims of less than (Pounds)7,500 shall be disregarded in computing the figure of (Pounds)75,000 referred to in clause 5.5. 5.5 The Warrantors shall not be liable in respect of any claim under the Warranties or under the Tax Deed unless the aggregate cumulative liability of the Warrantors in respect of all such claims exceeds (Pounds)75,000 (in which event the Warrantors shall be liable for the whole of such liability and not merely for the excess). 5.6 Subject to clause 5.1, the Purchaser shall not be entitled to recover under the Warranties, or the Tax Deed any sum in excess of the value of consideration received from time to time by such Vendor, provided that if the aggregate amount of all Tranches shall not exceed the original principal amount claims against such Vendor agreed or finally determined in favour of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of Purchaser exceeds the then “as is” value of the Property; consideration received by such Vendor, then the Purchaser shall be entitled to reduce any further amount due under this agreement to the Vendor by the amount of such excess. 5.7 The Purchaser shall not be entitled to recover from the Warrantors under the Warranties and the Tax Deed more than once in respect of the same damage suffered, and accordingly the Warrantors shall not be liable in respect of any breach of the Warranties if and to the extent that the loss is or (iii) an amount which would result has been included in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable claim under the Master LeaseTax Deed which has been satisfied to the extent that it has been so satisfied, nor shall the Warrantors be liable in respect of a claim under the Tax Deed if and to the extent that the loss is or has been included in a claim for breach of the Warranties which has been satisfied to the extent that it has been so satisfied. 5.8 The Warrantors shall not be liable in respect of any Warranty or under the Tax Deed which in either such case is based upon a liability which is contingent unless and until such contingent liability becomes an actual liability; provided that this clause shall not operate to avoid a claim in respect of a contingent liability made before the expiry of the relevant period specified in clauses 5.2 or 5.3 if notice in writing (iigiving in so far as may then be practicable the amount and details of the claim) All Future Tranches has been delivered before the expiry of such period even if such liability shall not become an actual liability until after the expiry of the relevant period. 5.9 The Vendors shall be advancedunder no liability under the Warranties in respect of any matter to the extent that the fact, if at allmatter, not later than July 9, 2012event or circumstance giving rise to such liability was Disclosed provided that nothing in the Disclosure Letter shall limit the Warrantors' liability under the Warranties in part A of schedule 5 or the Tax Deed. (iii) 5.10 The Borrower Vendors shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and not be liable for any claim under the Warranties or the Tax Deed in respect of any fact, matter, event or circumstance to the extent that specific allowance, provision or reserve has been made for such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranchefact, matter, event or circumstance in the Lender may require Accounts or to the Borrower to provide the Lender with a new extent that payment or updated appraisal discharge of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05relevant matter has been taken into account therein.

Limitations. In addition (a) With respect to the indemnification obligations of the Seller pursuant to Section 8.1(a), the Seller shall not be obligated to indemnify the Purchaser Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.1(a), for any Losses for which the Seller would be obligated to indemnify the Purchaser Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.1(a) unless the aggregate of all Losses for which the Seller would, but for this clause, be liable under Section 8.1(a) exceeds on a cumulative basis $100,000 (the “Indemnification Threshold”), at which point Purchaser Indemnified Parties and their respective affiliates, successors or assigns shall be entitled to all indemnification amounts under Section 8.1(a) from the Seller in excess of the Indemnification Threshold; provided, however, that the limitations in this Section 8.5(a) shall not apply to any indemnification obligations arising from the representations and warranties set forth in Section 2.01 above3.1 (Corporate Organization), Section 3.2 (Authorization) and Section 3.5(a) (Assets) (such Sections, collectively, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial TrancheSeller Material Representations”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible With respect to receive the remaining portion indemnification obligations of the Loan Purchaser pursuant to Section 8.2(a), the Purchaser shall not advanced be obligated to indemnify the Seller Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.2(a), for any Losses for which the Purchaser would be obligated to indemnify Seller Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.2(a) unless the aggregate of all Losses for which the Purchaser would, but for this clause, be liable under Section 8.2(a) exceeds on a cumulative basis the Indemnification Threshold, at which point the Seller Indemnified Parties or any of their respective affiliates, successors or assigns shall be entitled to all indemnification amounts under Section 8.2(a) from the Purchaser in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction excess of the following conditions:Indemnification Threshold; provided, however, that the limitations in this Section 8.5(b) shall not apply to any indemnification obligations arising from the representations and warranties set forth in Section 4.1 (Corporate Organization) and Section 4.2 (Authorization). (c) With respect to the indemnification obligations of the Seller pursuant to Section 8.1(a) (other than the Seller Material Representations), the Seller shall not be obligated to indemnify Purchaser Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.1(a), for any Losses for which Seller would be obligated to indemnify the Purchaser Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.1(a) in excess of an aggregate amount equal to $6,500,000. (d) The amount of any losses for which indemnification is provided under Section 8.1(a) and Section 8.2(a) be reduced by (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand any tax savings realized by such Party and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) any insurance proceeds or other cash receipts or sources of reimbursement actually received as an offset against such loss, net of any reasonable expenses incurred in recovering such monies from the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leaseinsurance carrier. (iie) All Future Tranches The rights to indemnity contained in this Article VIII shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal sole remedies of the PropertyParties hereto for monetary damages following the Closing for breach of a representation, which new warranty, covenant, agreement or updated appraisal shall comply with all of obligation set forth herein or otherwise relating to the requirements of Section 2.05 subject matter of this Agreement for Agreement; provided, however, that this provision shall not apply to breaches resulting from actual fraud or willful misconduct by the appraisal required as a condition precedent breaching Party, with respect to Excluded Assets or the Closing. Notwithstanding anything contained herein Excluded Liabilities or with respect to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of breaches under Section 2.052.20 hereof.

Limitations. In addition to the limitations set forth in All obligations of Seller Indemnifying Parties under this Section 2.01 above, the Loan shall be advanced 11.2 are subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditionsapplicable limitation below: (i) The In no event will: (A) the aggregate amount of indemnification paid by Seller for all Seller Indemnifiable Matters owed to Purchaser Indemnitees exceed the Purchase Price; (B) the aggregate amount of indemnification paid by the Other Seller Indemnifying Party for all Seller Indemnifiable Matters owed to Purchaser Indemnitees exceed $500,000 in the aggregate and the survival period therefor set forth in Section 11.1(a)(iii) above shall be twelve (12) months instead of eighteen (18) months; and (C) any payment for Seller Indemnifiable Matters under Section 9.2(a)(i) (other than with respect to Fundamental Seller Representations and SOL Representations) be made to any Purchaser Indemnitee unless and until the aggregate amount of all Tranches such payments owed by Seller with respect to all such Claims equals at least $50,000, after which all such Claims shall not exceed be paid from the original principal amount first dollar; provided, however, that (x) as to Seller only, in no event will any of the lesser Limitations apply to any Losses arising out of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) or relating to any Fraud the part of the then “as is” value Company, Seller, or any Representative of any of the Property; foregoing in connection with this Agreement, any Transaction Document, or any Contemplated Transaction and (iiiy) an amount which would result as to the Other Indemnifying Party only, in a debt service coverage ratio equal no event will any of the Limitations apply to any Losses arising out of or greater than relating to the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under Other Indemnifying Party’s Fraud in connection with this Agreement, any Transaction Document, or any Contemplated Transactions, or such Other Indemnifying Party’s Fraud or gross negligence prior to the Master LeaseEffective Time. (ii) All Future Tranches shall Subject to the Limitations and to the obligation to use Commercially Reasonable Efforts to seek recovery under available insurance pursuant to Section 11.8 below, all indemnification payments required to be advancedmade to any Purchaser Indemnitee in respect of Seller Indemnifiable Matters by Seller Indemnifying Parties will be: first, to the full extent available, offset against the Earnout Consideration, if at allany, not later than July 9which shall serve as the first source of recovery for any Seller Indemnifiable Matters, 2012payable and deliverable to Seller in the chronological order of such payments, provided that, second, if no such Earnout Consideration has been earned, Purchaser shall have direct recourse against Seller; provided that, third, if no amount is recoverable as to the first, second and third above, in cash by Seller, provided that, fourth if no amount is recoverable as to the first, second and third above (or in the case of any intentional misconduct, intentional misrepresentation or gross negligence claimed within 12 months after the Effective Time, as provided in Section 11.2(b)(i)(y) above), in cash by the other Seller Indemnifying Party. (iii) The Borrower shall enter into For purposes of calculating the amount of Losses to which an Indemnified Person is entitled under this Article XI for Seller Indemnifiable Matters and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as for purposes of determining whether a Seller representation or warranty is necessary thereto for each Future Tranche. (iv) For each requested Future Trancheinaccurate or has been breached, the Lender may require terms “material,” “materiality,” “Material Adverse Effect” and words of similar import will be disregarded; provided, however, that the Borrower foregoing materiality scrape will not (A) affect any “knowledge” qualifiers, or (B) apply to provide the Lender with a new or updated appraisal limit any list within representations and warranties calling for scheduling of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05“material” items.

Limitations. In addition (a) Except with respect to the limitations breach of representations and warranties set forth in Section 2.01 aboveSECTION 4 as to which Sellers had actual knowledge (and without constructive or imputed knowledge), (i) the sole and exclusive remedies of Buyer (and/or, after the Closing, the Loan shall be advanced subject Companies) as against any of or all of the Sellers, and the sole and exclusive liability of Sellers to Buyer (and/or, after the Closing to the following limitations: (aCompanies) On the date with respect to any obligation, matter, event, circumstance, transaction, relationship, claim or responsibility arising out of or relating to this Agreement, the Borrower Other Seller Agreements (other than the Noncompetition Agreement) or any of the transactions contemplated hereby shall be eligible to receive an advance (the “Initial Tranche”) not to exceed indemnification provisions of this SECTION 9 and the lesser of: (i) Eight Million Five Hundred Thousand liabilities that arise by virtue of the breach of the express terms of this Agreement that are covered by such indemnification provisions and 00/100 Dollars ($8,500,000.00); (ii) seventy percent the Buyer agrees not to assert (70%on its own behalf, or effective on and after the Closing, on behalf of any Company) any claim, or to seek any remedy, whether based on statute, contract, tort or otherwise, as against any or all of Sellers, except and only to the extent of the “as is” value of the Property; or (iii) the amount which would result indemnification provisions set forth in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined)this SECTION 9, as if such rents were being paidlimited by the provisions in SECTIONS 9.4 or 9.5. (b) The Borrower will be eligible to receive the remaining portion indemnities of the Loan not advanced Sellers set forth in this SECTION 9 and all representations, warranties, covenants and agreements of the Sellers contained in this Agreement shall expire upon the expiration of the relevant Survival Period provided in SECTION 11.1, and Sellers shall have no liability under the indemnification provisions of SECTIONS 9.1 or 9.3 hereof or otherwise have any liability under this Agreement, any of the Other Seller Agreements or otherwise (whether in connection with the transactions contemplated by this Agreement or otherwise) as to any given claim or matter unless Buyer gives written notice to Sellers of its claim as to such claim or matter, setting forth in reasonable detail the specific facts and circumstances pertaining thereto, before the expiration of such relevant Survival Period. (c) Notwithstanding anything to the contrary contained in this Agreement or otherwise, in the Initial Tranche event that any Seller nevertheless becomes liable to a Buyer Indemnified Party, in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: no event shall (i) The the aggregate amount of such liability of the Sellers (including, but not limited, to any and all Tranches shall not liabilities of Sellers for costs, expenses and attorneys' fees paid or incurred in connection therewith or in connection with the curing of any and all misrepresentations or breaches of warranties or covenants under this Agreement) exceed the original principal difference between $17,000,000 and indemnification amounts previously paid by Sellers (except in the case of (A) a breach of a representation or warranty set forth in SECTION 4.3(b) or (B) any Damages for Taxes incurred by the Buyer Indemnified Parties as a result of an invalid Subchapter S election by either Company, in which case the aggregate amount of liabilities of the Sellers shall be the amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00Purchase Price); , nor (ii) seventy percent the aggregate amount of such liability of a Seller (70%including, but not limited, to any and all liabilities of such Seller for costs, expenses and attorneys' fees paid or incurred in connection therewith or in connection with the curing of any and all misrepresentations or breaches of warranties or covenants under this Agreement) exceed such Seller's pro rata share (in accordance with SCHEDULE 4.3(b)) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeasePurchase Price. (iid) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future TrancheNotwithstanding anything to the contrary contained in this Agreement, the Lender may require the Borrower to provide the Lender with a new or updated appraisal assets of the PropertyCompanies shall not include, which new or updated appraisal shall comply with all and the Companies hereby release, effective as of the requirements of Section 2.05 of Closing, any debt, liability or obligation of, or claim against, any and all Sellers (in all capacities, whether as shareholder, director, officer or otherwise), whether known or unknown, other than the obligations under this Agreement for and the appraisal required Other Buyer Agreements and all Sellers (in all capacities, whether as a condition precedent to shareholder, director, officer or otherwise) hereby release effective as of the Closing. Notwithstanding anything contained herein to , any debt, liability or obligation of, or claim against, each of the contraryCompanies, if whether known or unknown, other than the requested Future Tranche is more than eighteen (18) calendar months after the Closing Dateobligations under this Agreement, the Borrower shall provide Other Seller Agreements and the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05Non-Disclosure Agreement.

Limitations. (a) In addition no event shall Sellers be liable for indemnification pursuant to Section 10.2(a)(iii) unless and until the aggregate of all Damages with respect to Section 10.2(a)(iii) that are imposed on or incurred by the Buyer Indemnified Parties exceeds 1% of the Base Price (the "Deductible Amount"), in which event the Buyer Indemnified Parties shall only be entitled to indemnification for all Damages in excess of the Deductible Amount. Notwithstanding the foregoing, Sellers shall not be required to make payments for indemnification pursuant to (x) Section 10.2(a)(iii) in an aggregate amount in excess of 15% of the Base Price (the "Cap") or (y) Section 10.2(a)(iv) in an aggregate amount in excess of the Final Purchase Price. In no event shall aggregate damages relating to any single breach (or related breaches arising out of similar facts and circumstances) of Sellers' representations and warranties contained in ARTICLE V of this Agreement (other than the Fundamental Representations) constitute Damages, and therefore shall not be applied toward the Deductible Amount to be indemnifiable hereunder, unless such aggregate damages relating to any single breach (or related breaches arising out of similar facts and circumstances) exceeds $25,000, in which event all of such Damages shall constitute indemnifiable Damages and shall be applied to the Deductible Amount (i.e., from the first dollar). For the avoidance of doubt, (i) Sellers shall not be liable for any indemnification under Section 10.2 for any damages suffered solely as a result of Parent not obtaining the consent to the transfer of its interests in the PE Joint Venture (provided Sellers shall have otherwise complied with the agreements and covenants in Section 7.3(g) and Section 7.3(h)) and (ii) indemnification under Section 7.6 shall not be subject to the limitations set forth in this Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.0010.6(a); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will In no event shall Buyer be eligible liable for indemnification pursuant to receive Section 10.3(a)(iii) unless and until the remaining portion aggregate of all Damages with respect to Section 10.3(a)(iii) that are imposed on or incurred by Seller Indemnified Parties exceeds the Deductible Amount, in which event Seller Indemnified Parties shall only be entitled to indemnification for all Damages in excess of the Loan Deductible Amount. Notwithstanding the foregoing, Buyer shall not advanced be required to make payments for indemnification pursuant to Section 10.3(a)(iii) in the Initial Tranche an aggregate amount in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction excess of the following conditions:Cap. In no event shall aggregate damages relating to any single breach (or related breaches arising out of similar facts and circumstances) of Buyer's representations and warranties contained in ARTICLE VI of this Agreement (other than the Fundamental Representations) constitute Damages, and therefore shall not be applied toward the Deductible Amount to be indemnifiable hereunder, unless such aggregate damages relating to any single breach (or related breaches arising out of similar facts and circumstances) exceed $25,000, in which event all of such Damages shall constitute indemnifiable Damages and shall be applied to the Deductible Amount (i.e., from the first dollar) (ic) In calculating amounts payable to an Indemnified Party hereunder, the amount of any indemnified Damage shall be determined without duplication of any other Damage for which an indemnification payment actually has been made under any other representation, warranty, covenant or agreement in this Agreement or pursuant to the Life Technologies Purchase Agreement. (d) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser any Damage or Tax for which indemnification is provided under Section 10.2 or Section 10.3 or Section 7.6(j)shall be net of (i) Ten Million Five Hundred Thousand any amounts actually recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any unaffiliated third party and 00/100 Dollars ($10,500,000.00); (ii) seventy percent any insurance proceeds or other cash receipts or sources of reimbursement actually received from any third party as an offset against such Damage (70%each Person named and source identified in clauses (i) and (ii), a "Collateral Source"). If the amount to be netted hereunder from any payment required under Section 10.2 or Section 10.3 or Section 7.6(j)is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 10.6(d), the then “as is” value Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Section 10.6(d) had such determination been made at the time of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leasesuch payment. (iie) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained any provision herein to the contrary, if no indemnity may be sought hereunder in respect of any Liability to the requested Future Tranche extent that such Liability is more than eighteen (18) calendar months after specifically included on the Closing Date, the Borrower shall provide the Lender with a new appraisal face of the Propertybalance sheet included in the June 30, which appraisal shall comply with all of 2009 Financial Statements or fully to the requirements of Section 2.05extent that the relevant Damage was fully taken into account in determining the Final Adjustment Amounts.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) For the avoidance of doubt, with respect to any indemnification payments for which the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal Stockholder Indemnifying Parties shall be liable pursuant to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter definedSection 7.10(a), as if such rents were being paid. (b) The Borrower will payments shall be eligible to receive made in accordance with the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (Merger Consideration Allocation Percentages multiplied by each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseStockholder’s respective Pro Rata Share. (ii) All Future Tranches The Stockholder Indemnifying Parties shall not be liable to any Buyer Indemnified Person for indemnification under Section 7.10(a)(i) until the aggregate amount of all Losses in respect of indemnification under Section 7.10(a)(i) exceeds One Hundred Thousand Dollars ($100,000), in which event the Stockholder Indemnifying Parties shall be advancedrequired to pay or be liable for Losses in excess of Fifty Thousand Dollars ($50,000) (the “Hybrid Deductible”); provided, if at allhowever, the Hybrid Deductible shall not later than July 9, 2012apply to any inaccuracy or breach of Fundamental Representations or Fraud Claims. (iii) The Borrower To the extent any claim for indemnity by a Buyer Indemnified Person is satisfied with Buyer Common Stock, the Parties shall enter into treat the value of such shares of Buyer Common Stock as being equal to the Average Price as of the date of such payment. For the avoidance of doubt, the Stockholders shall have the right to satisfy any claims for indemnity by a Buyer Indemnified Person in any combination of cash and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future TrancheBuyer Common Stock. (iv) For each requested Future TrancheExcept as otherwise expressly provided in this Agreement, the Lender may require maximum aggregate amount of indemnification payments for which the Borrower Stockholder Indemnifying Parties will have liability to provide the Lender Buyer Indemnified Persons, other than with a new respect to Fundamental Representations, Excluded Taxes, the representations set forth in Section 4.25, or updated appraisal Fraud Claims, will not exceed Seven Hundred Thousand Dollars ($700,000). (v) Notwithstanding anything to the contrary in this Agreement, the maximum aggregate amount of indemnification payments for Losses related to (i) the representations set forth in Section 4.25 will not exceed Two Million One Hundred Thousand Dollars ($2,100,000) and (ii) Excluded Taxes, Fundamental Representations, Fraud Claims, and any breach of or default in connection with any of the Propertycovenants and agreements made by the Company or any Stockholder in this Agreement will not exceed the Merger Consideration, which new or updated appraisal shall comply with all at its value as of the requirements of Section 2.05 of this Agreement for Closing Date (the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05“Cap”).

Limitations. In addition (a) All notices of Loss must be delivered to the limitations Indemnitor prior to expiration of the applicable periods for the warranties and representations as set forth in Section 2.01 above16 hereof. (b) Except as set forth in Section 16.6(c), no Indemnitor will have any obligation until the aggregate of all Losses payable by the Indemnitor to the Indemnitee with respect to all Indemnification Claims under this Section 16 exceeds the Floor. Upon the aggregate of all Losses (except the Exempt Indemnification Obligations) payable by an Indemnitor with respect to Indemnification Claims under this Section 16 exceeding the Floor, the Loan Indemnitor will be liable to the Indemnitee on a dollar-for-dollar basis, for all Losses (except the Exempt Indemnification Obligations) above the Floor. (c) The Floor shall not apply to the Exempt Indemnification Obligations and such amounts shall be advanced payable by the Indemnitor from the first dollar. The Parties acknowledge that obligations to pay any Purchase Price Adjustment Amount, any Personal Property Tax Reimbursement Amount, any amount described in Section 5.2 or any reimbursement of Termination-related Amounts as described in Section 13.2 are not Indemnification Claims and are not subject to the following limitations:Floor. (ad) On The payment of any Loss hereunder will constitute an additional adjustment to the date Purchase Price under Section 5. (e) Except for the equitable remedies under the terms of this AgreementSection 12.3, indemnification for Customer Claims under Section 17 and matters that Purchaser or Parent establishes by clear and convincing evidence amount to fraud under applicable law, the Borrower shall be eligible remedies provided in this Section 16 (as limited by this Section 16.6) are the sole and exclusive remedies of Purchaser with respect to receive an advance (the “Initial Tranche”) not to exceed the lesser claims arising out of: (i) Eight Million Five Hundred Thousand the warranties, representations, covenants and 00/100 Dollars ($8,500,000.00)agreements of Seller in this Agreement; (ii) seventy percent (70%) of the “as is” value of the Propertyany Excluded Asset or Excluded Liability; or (iii) any Acquired Asset or Assumed Liability. Except for the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable equitable remedies under the Master Lease terms of Section 12.3, indemnification for Customer Claims under Section 17 and matters that Seller establishes by clear and convincing evidence amount to fraud under applicable law, the remedies provided in this Section 16 (as hereinafter defined)limited by this Section 16.6) are the sole and exclusive remedies of Seller with respect to claims arising out of: (i) the warranties, representations, covenants and agreements of Purchaser and/or Parent in this Agreement; (ii) any Excluded Asset or Excluded Liability; (iii) any Acquired Asset or Assumed Liability; or (iv) the ownership or operation of the Acquired Business or the Acquired Assets for any period ending after the Effective Time. Except as if such rents were being paidpermitted under applicable law as a remedy for fraud proven by clear and convincing evidence, no Party shall have the right of rescission of the transactions under this Agreement. (bf) The Borrower will Notwithstanding anything to the contrary contained in this Agreement, neither Seller nor Reynxxxx Xxxdings shall have any liability under this Section 16 or otherwise (including under or in connection with the Reynxxxx Xxxdings Transfer Agreement), and neither Purchaser nor Parent shall be eligible entitled to receive the remaining portion recover against Seller or Reynxxxx Xxxdings, whether under a claim for breach of the Loan contract, breach of warranty, strict liability, tort, contribution or other theory of recovery with respect to or arising out of (provided, however, that this Section shall not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” apply to matters that Purchaser or Parent establishes by clear and collectively the “Future Tranches”) upon satisfaction of the following conditions:convincing evidence constitute fraud under applicable law): (i) The aggregate amount any falsity or breach of all Tranches a representation or the breach of a warranty or covenant under this Agreement to the extent that the existence of such falsity or breach upon which liability would be based (A) is within Purchaser's Knowledge at or prior to the execution of this Agreement (as proven by clear and convincing evidence), or (B) comes within Purchaser's Knowledge prior to the Closing (as proven by clear and convincing evidence); provided, however, that as to the foregoing clause (B), any such falsity or breach so disclosed to Purchaser or Parent after the execution and delivery of this Agreement but prior to the Closing shall not exceed affect the original principal amount right of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; Purchaser or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable Parent under the Master Lease.terms of Section 10 to elect not to close the transactions contemplated by this Agreement (it being understood that if, despite such right of Purchaser and Parent to elect not to close Purchaser and Parent nevertheless elects to close, Purchaser and Parent shall thereafter have no claim against Seller by reason of, in connection with or arising from such falsity or breach); (ii) All Future Tranches shall be advancedany projections, if at allestimates or budgets heretofore delivered or made available to Purchaser regarding future revenues, not later than July 9, 2012.expenses or expenditures or results of future operations of the Acquired Business; (iii) The Borrower shall enter into and execute an Interest Rate Protection any other information or documents provided to Purchaser or Parent or their counsel, advisors or accountants with respect to Seller or the Acquired Business, except as expressly covered by a representation in Section 6 of this Agreement (as hereinafter defined) such representations and such additional documentation as is necessary thereto for each Future Tranche.warranties have been qualified by the Disclosure Schedule); (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal any proposed products of the Property, which new or updated appraisal shall comply Acquired Business; (v) the condition of any Personal Property (including any inventory); (vi) the collectability of any Receivables; (vii) the assignability of any Contracts with all customers of the requirements Acquired Business (provided that the foregoing shall not in any manner limit, modify or otherwise affect Purchaser's and Parent's rights and remedies under Sections 17 and 22) or any Contracts which contain covenants or agreements not to compete or covenants or agreements not to disclose information; (viii) the failure to obtain any consents, releases, waivers or approvals required under any Contracts as a result of Section 2.05 consummation of the transactions contemplated by this Agreement for the appraisal required or as a condition precedent to the Closing. Notwithstanding anything valid and effective assignment of any Contracts pursuant to this Agreement (provided that the foregoing shall not in any manner limit, modify or otherwise affect Purchaser's and Parent's rights and remedies under Sections 17 and 22); (ix) the Auditors' Report or any information contained herein therein; (x) the RH Intellectual Property Intangibles or the Reynxxxx Holdings Transfer Agreement (Purchaser and Parent acknowledge that the transactions under the Reynxxxx Holdings Transfer Agreement are "AS IS,WHERE IS" and that Reynxxxx Xxxdings has disclaimed any and all warranties with respect to the contrary, if RH Intellectual Property Intangibles; provided that this Section 16.6(f)(x) shall not limit in any respect Seller's liability and the requested Future Tranche is more than eighteen Purchaser Indemnified Persons' remedies under Section 16.2 for a breach of Section the representations or warranties in Section 6.13 and Section 6.14 that expressly pertain to Reynxxxx Xxxdings or the RH Intellectual Property Intangibles); (18xi) calendar months after the Closing Dateexcept as provided in Section 17, the Borrower failure of any Seller Distributed Software, Seller Internal Use Software, Third Party Distributed Software or Third Party Internal Use Software or any hardware, software, or data owned, leased, licensed, distributed or used by or in connection with the Acquired Business: (A) to be "millennium compliant", "year 2000 compliant", or "year 2000 qualified" or otherwise process, function, accept, store, display or operate without error or interruption in respect of dates before or after January 1, 2000, or (B) to operate continuously and without error (including when incorporated with any other products provided by Seller or any other person as part of an integrated system); (xii) the falsity of or breach by Seller of any representation or warranty in Section 6.14(f); or (xiii) any Customer Claims (provided that this Section 16.6(f) shall provide the Lender with a new appraisal of the Propertynot in any manner limit, which appraisal shall comply with all of the requirements of modify or otherwise affect Purchaser's and Parent's rights and remedies under Section 2.0517).

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower No party hereto shall be eligible required to receive an advance indemnify or hold harmless any Person (i) with respect to any claim for indemnification pursuant to Section 7.2(a), unless and until the aggregate amount of Losses of the Seller Indemnified Parties exceeds $100,000 (the “Initial TrancheIndemnity Bucket”), after which the Purchaser shall be liable for all such Losses without deduction, and (ii) with respect to any claim for indemnification pursuant to Section 7.3(a), unless and until the aggregate amount of Losses of the Purchaser Indemnified Parties exceeds $100,000, after which the Seller shall be liable for all such Losses without deduction. In no event shall the cumulative indemnification obligation of the Purchaser pursuant to Section 7.2(a), on the one hand, and the Seller pursuant to Section 7.3(a), on the other hand, exceed $750,000 (the “Indemnity Cap”). Notwithstanding the preceding two sentences, the Indemnity Bucket and Indemnity Cap shall not apply to exceed the lesser ofany: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00)indemnity claim by either party hereto for fraud; (ii) seventy percent (70%) indemnity claim by the Purchaser for any Liability of the “as is” value Seller for Taxes relating to or arising out of the PropertyBusiness accruing with respect to any time period occurring at or prior to the Closing, except for (A) property taxes that are the responsibility of the Purchaser under Section 6.7, and (B) the portion of Transfer Taxes for which the Purchaser is responsible pursuant to Section 6.6; (iii) obligation of the Seller to pay all Retained Liabilities; (iii) obligation of the Purchaser to pay all Assumed Liabilities; or (iiiiv) indemnification obligation of the amount which would result in a debt service coverage ratio equal Purchaser pursuant to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter definedSection 7.2(c), as if such rents were being paid. (b) The Borrower will No party hereto shall be eligible required to receive indemnify any Person with respect to any claim or demand if such claim or demand was raised in connection with the remaining portion of the Loan not advanced Purchase Price adjustment procedures set forth in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00Section 2.3(b); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (iic) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, payments by the Indemnifying Party pursuant to Section 7.2 or 7.3 shall be limited to the amount of Losses, if any, that remains after deducting therefrom (i) any cash Tax benefit of, or increase in the requested Future Tranche is more than eighteen (18) calendar months after the Closing DateTax refund received by, the Borrower shall provide applicable Indemnified Parties resulting from such Losses, (ii) any insurance proceeds and any indemnity, contribution or other similar payment paid or payable to the Lender Indemnified Parties from any third party with a new appraisal of respect thereto and (iii) any provision or reserve provided for the Property, which appraisal shall comply with all of item in question in the requirements of Section 2.05Seller Financial Statements.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On The indemnification and reimbursement obligations hereunder shall expire 18 months after the date of this Agreement, the Borrower shall be eligible to receive an advance Closing Date (the “Initial TrancheExpiration Date”), except (a) not as to exceed any claims for, or any claims that may result in, any liability, judgment, claim, settlement, loss, damage, fee, lien, Tax, penalty, obligation or expense for which indemnity may be sought hereunder of which the lesser of: Indemnitor has received written notice from the Indemnitee on or before the Expiration Date and (ib) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) with respect to Taxes, the Expiration Date shall be 90 days after expiration of the “as is” value latest statute of the Property; or (iii) the amount which would result in a debt service coverage ratio equal limitations applicable to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidTaxes. (b) The Borrower will be eligible Buyer and the other persons or entities indemnified by Seller shall not assert any claim for indemnification hereunder against the Seller unless such claims exceeds $10,000 individually and until such time as, and solely to receive the remaining portion extent that, the aggregate of all claims which such persons may have against such persons shall exceed $50,000 (the “Indemnification Threshold”). The aggregate liability of the Loan not advanced Seller in connection with the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches indemnification obligations under this Article VII shall not exceed $2,000,000 (including any indemnification claim paid through the original principal amount of Escrow in Section 1.04(b)) for all claims for indemnification, except for third party claims as to which the lesser of aggregate liability shall not exceed $ 7,500,000 (i) Ten Million Five Hundred Thousand and 00/100 Dollars (which includes the $10,500,000.002,000,000 limitation); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (iic) All Future Tranches The remedies provided in this Article VII shall be advancedexclusive as to any claim by a party under this Agreement or any other document executed thereunder or arising out of the transactions provided for herein and therein and shall preclude assertion by any party of any other rights or the seeking of any other remedies against another party; provided however, if at allthat nothing in this Article VII shall limit rights or remedies expressly provided for in this Agreement or Collateral Agreements or rights or remedies which, as a matter of applicable law or public policy, cannot later than July 9, 2012be limited or waived. (iiid) Notwithstanding anything to the contrary contained in this Agreement, Buyer’s rights to indemnification shall be made net of all insurance reimbursement, third-party contribution and third-party indemnification actually realized or to be realized by Buyer. If any claim for indemnification asserted hereunder is or may be the subject of any insurance coverage or other right to indemnification asserted hereunder is, or may be, the subject of any insurance coverage or other right to indemnification or contribution from any third person, the indemnified party expressly agrees that it shall promptly notify the applicable insurance carrier of any such claim or loss and tender defense thereof to such carrier, and shall also promptly notify any third party indemnitor which may be liable for any portion of such losses or claims. Upon written request of the indemnifying party, the indemnified party shall pursue, at the cost and expense of the indemnifying party, each applicable insurance carrier and third party indemnitor or contributor. Such cost and expense of the indemnifying party shall not be credited against either the $2,000,000 or $7,500,000 limitations in Section 7.04(b). The Borrower obligation of Buyer to take action under this Section 7.04(d) shall enter into not be grounds for the Company to delay performance of its indemnity obligations. Buyer shall maintain general liability and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto products liability insurance on a claims-made basis for each Future Tranche24 months after Closing. (ive) For each requested Future Tranche, No party may claim indemnification based on information in the Lender may require disclosures listed in the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05Schedules.

Limitations. In addition (a) The obligation of Seller and Shareholders to indemnify Buyer Indemnified Parties under Section 6.2(b) shall expire, with respect to any representation or warranty, on the date on which the survival of such representation or warranty shall expire in accordance with Section 6.1, except with respect to any Notice of Claim which any Buyer Indemnified Parties have delivered to Seller and Shareholders prior to such date, in which case the obligation of Seller and Shareholders to indemnify Buyer Indemnified Parties shall continue until any Losses payable to Buyer Indemnified Parties with respect to such Notice of Claim are finally determined. Notwithstanding anything in this Agreement to the contrary, any claims based on any facts or circumstances which constitute Fraud by Seller or either Shareholder shall not be subject to the time limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidSection. (b) The Borrower will obligation of Buyer to indemnify Seller Indemnified Parties under Section 6.3(b) shall expire, with respect to any representation or warranty, on the date on which the survival of such representation or warranty shall expire in accordance with Section 6.1, except with respect to any Notice of Claim which any Seller Indemnified Parties have delivered to Buyer prior to such date, in which case the obligation Buyer to indemnify Seller Indemnified Parties shall continue until any Losses payable to Seller Indemnified Parties with respect to such Notice of Claim are finally determined. Notwithstanding anything in this Agreement to the contrary, any claims based on any facts or circumstances which constitute Fraud by Buyer shall not be eligible subject to receive the remaining portion of the Loan not advanced time limitations set forth in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions:this Section. (ic) The maximum aggregate amount of all Tranches Losses for which Seller and Shareholders shall be liable pursuant to Section 6.2(b) related to all representations and warranties other than Fundamental Representations and the Special Representations shall not exceed an amount equal to $1,230,000 (the “General Cap”); provided, however, that the maximum aggregate amount of all Losses for which an individual Shareholder shall be liable pursuant to Section 6.2(b) related to all representations and warranties other than Fundamental Representations and the Special Representations shall not exceed an amount equal to the product of the General Cap multiplied by such Shareholder’s Pro Rata Share. The maximum aggregate amount of all Losses for which Seller and Shareholders shall be liable pursuant to Section 6.2(b) related to Fundamental Representations shall not exceed the original principal Purchase Price (the “Fundamental Cap”); provided, however, that the maximum aggregate amount of all Losses for which an individual Shareholder shall be liable pursuant to Section 6.2(b) related to Fundamental Representations shall not exceed an amount equal to the lesser product of the Fundamental Cap multiplied by such Shareholder’s Pro Rata Share. The maximum aggregate amount of all Losses for which Seller and Shareholders shall be liable pursuant to Section 6.2(b) related to Special Representations shall not exceed an amount equal to $6,150,000 (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00the “Special Cap”); (iiprovided, however, that the maximum aggregate amount of all Losses for which an individual Shareholder shall be liable pursuant to Section 6.2(b) seventy percent (70%) related to Special Representations shall not exceed an amount equal to the product of the then “as is” value of Special Cap multiplied by such Shareholder’s Pro Rata Share. The General Cap, the Property; Fundamental Cap, the Special Cap, and the limitations set forth in this Section 6.2(b) shall not apply to any Losses resulting from Fraud by Seller or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leaseeither Shareholder. (iid) All Future Tranches Notwithstanding the provisions of Section 6.2(b), Seller and Shareholders shall not be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower obligated to provide any indemnification for Losses pursuant to claims for breaches of representations and warranties (other than Fundamental Representations) under Section 6.2(b) unless the Lender aggregate amount of Losses incurred by Buyer Indemnified Parties with a new or updated appraisal respect to such breaches of representations and warranties exceeds $100,000 (the Property“Threshold”), in which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement case Seller and Shareholders will be liable for the appraisal required as a condition precedent full amount of such Losses, including amounts below the Threshold (subject to the Closinglimitations in Section 6.4(c)). Notwithstanding anything contained herein The Threshold and the limitations set forth in this Section 6.4(d) shall not apply to the contraryany Losses resulting from (1) a breach of a Fundamental Representation or a Special Representation, if the requested Future Tranche is more than eighteen or (182) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05Fraud by Seller or either Shareholder.

Limitations. In addition (a) Limitation on Seller's Indemnification. Notwithstanding any -------------------------------------- other provision of this Agreement (except for the last sentence of this paragraph (a)): (i) the total amount Seller and Imperial shall be obligated to pay to Purchaser under Section 9.2(a) for any Damages with respect to any claims for indemnification asserted by Purchaser against Seller or Imperial under Section 9.2(a) on or prior to the second anniversary of the Closing (the "Initial Indemnity Period") shall not exceed in the aggregate $20,000,000; ------------------------- provided that this limitation shall not apply to any amounts recoverable under subparagraphs (iii) and (iv) below. (ii) Purchaser shall be entitled to indemnification under this Article 9 with respect to claims asserted by Purchaser against Seller after the Initial Indemnity Period only to the extent provided in subparagraphs (iii) and (iv) below. (iii) as and from the Closing to and including the fourth anniversary of the Closing, Imperial shall cause Purchaser to be named as an additional insured under Imperials fidelity bond insurance ("Imperial's Fidelity Insurance") as its interests may appear and shall take such other measures as are reasonable and appropriate to provide Purchaser with the benefit of Imperial's Fidelity Insurance with respect to those acts and omissions of Seller (and its agents and employees) indemnifiable by Seller and Imperial under Section 9.2(a) and covered by Imperial's Fidelity Insurance (or which would have been so covered in the normal course but for the sale of the Trust Business). Any additional expense incurred by Imperial in so obtaining the benefits of such insurance for Purchaser up to $50,000 shall be borne by Imperial. Any amounts recovered by Purchaser under Imperial's Fidelity Insurance shall constitute indemnification by Seller and Imperial pursuant to Section 9.2(a) of this Agreement. (iv) as and from the Closing to and including the fourth anniversary of the Closing, Imperial shall cause Purchaser to be named as an additional insured under Imperials professional liability insurance policy ("Imperial's E & O Insurance") as its interests may appear and shall take such other measures as are reasonable and appropriate to provide Purchaser with the benefit of Imperial's E & O Insurance with respect to those errors and omissions of Seller (and its agents and employees) indemnifiable by Seller and Imperial under Section 9.2(a) and covered by Imperial's E & O Insurance (or which would have been so covered in the normal course but for the sale of the Trust Business). Any additional expense incurred by Imperial in so obtaining the benefits of such insurance for Purchaser up to $50,000 shall be borne by Imperial. Imperial agrees to maintain Imperial's E & O Insurance with a coverage limit of at least $10,000,000 until the fourth anniversary of the Closing. Any amounts recovered by Purchaser under Imperial's E & O Insurance shall constitute indemnification by Seller and Imperial pursuant to Section 9.2(a) of this Agreement. (v) Seller shall not be obligated to indemnify Purchaser under Section 9.2(a) for any Damages until the Damages exceed, in the aggregate, $50,000, in which event Seller shall be obligated to indemnify Purchaser under Section 9.2(a) only for Damages in excess of $50,000. Notwithstanding the foregoing, the limitations set forth in this Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a9.4(a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00apply to Seller's indemnification obligations pursuant to Section 9.2(a)(v); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition (a) Notwithstanding anything to the contrary herein, (i) for claims for indemnification asserted in accordance with Section 8.3 on or before the first anniversary of the Closing Date, the aggregate liability of the Optiant Indemnitors under this Section 8 shall not exceed twenty-five percent (25%) of the Purchase Price, and (ii) for any other claims for indemnification asserted under this Section 8, the aggregate liability of the Optiant Indemnitors under this Section 8 shall not exceed fifteen percent (15%) of the Purchase Price; provided that (x) the aggregate liability of the Optiant Indemnitors under this Section 8 shall not exceed twenty-five percent (25%) of the Purchase Price regardless of when claims for indemnification are asserted, and (y) any liability of the Optiant Indemnitors under this Section 8 arising from claims asserted in accordance with Section 8.3 on or before the first anniversary of the Closing Date shall be taken into account in determining the 15% maximum liability limitation for claims asserted after the first anniversary of the Closing Date. Notwithstanding anything to the contrary herein, the Optiant Indemnitors shall be liable for Losses under this Section 8 only if Losses under Section 8 exceed $35,000, and if such Losses exceed that amount then the Optiant Indemnitors shall be liable for the entire amount of such Losses, including the initial $35,000 of such Losses; provided that the limitations set forth in this sentence shall not apply to a claim pursuant to Section 2.01 above, the Loan shall be advanced subject 8.2(a)(i) relating to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) a breach of the “as is” value of the Property; or representations and warranties set forth in Section 3.1 (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter definedAuthority and Enforceability), as if such rents were being paid. (b) The Borrower will be eligible Except with respect to receive claims based on fraud, after the remaining portion Closing, the rights of the Loan not advanced in Indemnified Parties under this Section 8 shall be the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction exclusive remedy of the following conditions: (i) The aggregate amount Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; warranty or (iii) an amount which would result failure to perform any covenant or agreement contained in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leasethis Agreement. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition to the limitations set forth in All obligations of Sellers under this Section 2.01 above, the Loan shall be advanced 9.2 are subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditionsapplicable limitation below: (i) The aggregate Sellers shall not be required to make any indemnification payment pursuant to Section 9.2(a)(i) for any inaccuracy in or breach of the representations and warranties made by them in this Agreement (other than claims for breaches or inaccuracies of Fundamental Company Representations, Fundamental Seller Representations, SOL Representations or Section 5.15) until such time as the total amount of all Tranches shall not exceed Losses (including Losses arising from other Sellers Indemnifiable Matters) for Claims in that have been suffered or incurred by all of the original principal Purchaser Indemnitees collectively, or to which the Purchaser Indemnitees have otherwise become subject, exceeds $300,000.00 (the “Indemnification Threshold”). If the total amount of Losses for all such Sellers Indemnifiable Matters exceeds the lesser of (i) Ten Million Five Hundred Thousand Indemnification Threshold, the Purchaser Indemnitees shall be entitled to be indemnified against and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) compensated and reimbursed for all Losses from the first dollar, and not just in excess of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseIndemnification Threshold. (ii) All Future Tranches With respect to any claim pursuant to Section 9.2(a)(i) for any inaccuracy in or breach of the representations and warranties made by them in this Agreement (other than claims for breaches or inaccuracies of Fundamental Company Representations, Fundamental Seller Representations, SOL Representations or Section 5.15) as to which the Purchaser Indemnitees may be entitled to indemnification, Sellers shall not be advanced, if at all, liable for any individual or series of related Losses which do not later than July 9, 2012exceed $2,500.00 (which Losses shall not be counted toward the Indemnification Threshold). (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter definedaggregate Liability of Sellers for indemnification under Sections 9.2(a)(i) and such additional documentation as is necessary thereto (b)(i) (other than claims for each Future Tranchebreaches or inaccuracies of Fundamental Company Representations, Fundamental Seller Representations, SOL Representations or Section 5.15) shall not exceed $6,000,000.00 (the ”Indemnification Cap”). (iv) The aggregate Liability of Sellers for indemnification under Sections 9.2(a)(i) (for any inaccuracy in or breach of Section 5.15), 9.2(a)(vii) and 9.2(a)(viii) shall not exceed an amount equal to $30,000,000.00. (v) The aggregate Liability of Sellers for indemnification for all Sellers Indemnifiable Matters shall not exceed an amount equal to the Purchase Price. (vi) Notwithstanding the foregoing, in no event will any of the limitations on the indemnification obligations of Sellers set forth in Section 9.2(c) apply to any Losses arising out of or relating to any fraud, intentional misrepresentation, willful breach, or willful misconduct on the part of any Company, any Seller, or any Representative of any of the foregoing in connection with this Agreement, any Transaction Document, or any Contemplated Transaction. (vii) Subject to the limitations on the indemnification obligations of Sellers set forth in Sections 9.2(a)(z) and 9.2(c), each Seller will be jointly and severally liable to Purchaser Indemnitees for any and all Sellers Indemnifiable Matters. (viii) Subject to the limitations on the indemnification obligations of Sellers set forth in Section 9.2(c), all indemnification payments required to be made to any Purchaser Indemnitee in respect of Sellers Indemnifiable Matters by Sellers will be made first from the Escrow Shares and second, to the extent the amount of Escrow Shares remaining in the Share Escrow Account are insufficient, from the Sellers. (ix) For each requested Future Tranchepurposes of calculating the amount of Losses to which an Indemnified Person is entitled under this Article IX for Sellers Indemnifiable Matters and under Section 9.2(b) and for purposes of determining whether a Seller representation or warranty is inaccurate or has been breached, the Lender may require the Borrower to provide the Lender with a new or updated appraisal terms “material,” “materiality,” “Material Adverse Effect” and words of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05similar import will be disregarded.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On Except for a Warranty Breach with respect to a Fundamental Representation and Warranty or for Losses resulting from Fraud (“Fraud Claims”), if any individual Claim or series of related Claims (if such Claim or series of related Claims arise out of the date same or similar facts or circumstances) for indemnification by the Buyer Indemnified Parties that is made as a Claim for a Warranty Breach that is subject to indemnification under Section 9.2 results in Losses that do not exceed $100,000 (each a “De Minimis Loss”) then such De Minimis Losses will not be deemed to be Losses under this Agreement and will not be eligible for indemnification under this Article 9. For purposes of this Agreementclarity, if any individual Claim or series of related Claims (if such Claim or series of related Claims arise out of the Borrower same or similar facts or circumstances) for indemnification by Buyer that is made as a Claim for a Warranty Breach that is subject to indemnification under Section 9.2 results in Losses that equal or exceed $100,000, then no portion of such Losses shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in considered a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidDe Minimis Loss. (b) The Borrower Except for a Warranty Breach with respect to Fundamental Representations and Warranties and Fraud Claims, the Buyer Indemnified Parties will be eligible entitled to receive be indemnified pursuant to Section 9.2 for Losses incurred for any Warranty Breach (excluding any De Minimis Loss) only if and to the remaining portion of extent that the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed such Losses exceeds $1,500,000. (c) Except for a Warranty Breach with respect to Fundamental Representation and Warranties and Fraud Claims, Seller’s liability to the original principal amount of Buyer Indemnified Parties under Section 9.2(a) will be limited, in the lesser of aggregate, (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); to the Escrow Amount plus (ii) seventy percent 10% of any amounts payable by Buyer to Seller pursuant to Section 2.4. Under no circumstance will Seller’s liability for any Losses arising out of or relating to this Agreement (70%including in respect of Fraud) of exceed the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeasePurchase Price. (iid) All Future Tranches shall No indemnifying Person will be advancedliable for any Losses that are subject to indemnification under Sections 9.2 or 9.3 unless a written demand for indemnification under this Agreement is delivered by the indemnified Person to the indemnifying Person with respect thereto prior to 5:00 P.M. Central Time on the date pursuant to Section 9.1 on which the survival period of the applicable representations and warranties or covenants expires, if at allto assert a Claim for indemnification describing such Claim in reasonable detail, not later than July 9including the factual circumstances giving rise to and the provisions under this Agreement on which such Claim is based. Notwithstanding the foregoing, 2012any Claim for indemnification under this Agreement that is duly brought prior to such time will survive until such matter is resolved. (iiie) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent Notwithstanding anything to the Closing. Notwithstanding anything contrary contained herein in this Agreement, under no circumstances will any Party or any of its Affiliates be entitled to recover more than one time for any Loss under this Agreement, and to the contraryextent a Party or any of its Affiliates is compensated for a matter through the adjustments provided for in Section 2.3, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with such Party and its Affiliates will not have a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05separate right to indemnification for such matter.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On The maximum amount of Damages for which a Stockholder shall be liable pursuant to Section 10.2(a) shall be the date amount of Escrowed Funds withheld and deposited into the Escrow pursuant to Section 3.7(a) (the "Indemnity Cap"); provided, however, in the event of Claims based on any breach or inaccuracy of Sections 11.1-11.5 by a Stockholder, the Damages shall first be paid from the amount of Escrowed Funds held for that Stockholder and then, if not satisfied, pro-rata among the remaining Stockholders in proportion to the Escrowed Funds remaining. The value of each share of Cellegy Common Stock held in escrow shall, for such purposes of satisfying claims for Damages, be deemed to equal the Cellegy Average Price determined as of the time the shares are forfeited in satisfaction of an indemnification obligation hereunder. In the event of a capital change after the Closing, the Cellegy Average Price Per Share will, for purposes of this AgreementSection, be proportionally and equitably adjusted. For income tax purposes, the Borrower use of Cellegy Common Stock to satisfy a Claim shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “treated as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidpurchase price adjustment. (b) The Borrower will indemnification provided for in Section 10.2 shall not apply unless and until the aggregate Damages for which one or more Cellegy Indemnified Persons seeks or has sought indemnification hereunder exceeds a cumulative aggregate of $50,000 (the "Basket"), in which event the Stockholders shall, subject to the other limitations herein, be eligible liable to receive indemnify the remaining portion Cellegy Indemnified Persons for all Damages; provided, however, that the Basket shall not apply to any and all Damages incurred, paid or accrued in connection with or directly or indirectly resulting from or arising out of the Loan not advanced Claims based on fraud, willful misrepresentation or gross negligence. (c) With respect to Patent Actions brought in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively Survival Period, Cellegy may withhold damages without regard to the “Future Tranches”) upon satisfaction of the following conditions: Basket, but (i) The the aggregate amount of all Tranches reimbursable Damages under this Article X for Patent Actions with respect to claims, actions or proceedings initiated by Cellegy or Vaxis shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand U.S.$500,000, and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) only Escrow Funds that consist of portions of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches Earn-Out Consideration shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, subject to the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 provisions of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen subparagraph (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05c).

Limitations. In addition (i) Buyer shall not be entitled to indemnification pursuant to Sections 9.2(b)(i) for Damages which exceed, in the limitations set forth in Section 2.01 aboveaggregate, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance Escrow Amount (the “Initial TrancheCap”). Seller shall not be entitled to indemnification pursuant to Sections 9.2(c)(i) not to exceed for Damages which exceed, in the lesser of: aggregate, $14,250,000 (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of Buyer Cap”). Notwithstanding anything to the Property; or (iii) the amount which would result contrary in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter definedthis Section 9.2(g), neither the Cap nor the Buyer Cap, as if such rents were being paid. (b) The Borrower will applicable, shall be eligible applicable with respect to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseDamages resulting from fraud. NEITHER BUYER NOR SELLER SHALL BE LIABLE FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES PURSUANT TO THIS SECTION 9.2, OTHER THAN INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES PAYABLE TO A THIRD PARTY IN CONNECTION WITH A THIRD PARTY CLAIM. (ii) All Future Tranches Other than as provided for in Section 9.3, with the exception of claims based upon fraud, from and after the Closing, the right of each party to assert indemnification claims and receive indemnification payments pursuant to this Section 9.2 shall be advanced, if at all, not later than July 9, 2012the sole and exclusive right and remedy exercisable by such party with respect to the matters set forth in this Section 9.2 (it being understood that nothing in this Section 9.2 or elsewhere in this Agreement shall affect any party’s rights to specific performance or other equitable remedies with respect to the covenants referred to in this Agreement). (iii) The Borrower Buyer shall enter into and execute an Interest Rate Protection Agreement not be entitled to indemnification pursuant to Section 9.2(b)(i) unless the aggregate amount of Damages for which Seller is liable exceeds $2,850,000 (as hereinafter defined) and the “Damages Threshold”). If the aggregate amount of indemnifiable Damages incurred by Buyer exceeds the Damages Threshold, Buyer shall be entitled to indemnification only for the amount of any such additional documentation as is necessary thereto for each Future TrancheDamages in excess of the Damages Threshold. (iv) For each requested Future TrancheSeller shall not be entitled to indemnification pursuant to Section 9.2(c)(i) unless the aggregate amount of Damages for which Buyer is liable exceeds $2,850,000 (the “Damages Threshold”). If the aggregate amount of indemnifiable Damages incurred by Seller exceeds the Damages Threshold, Seller shall be entitled to indemnification only for the Lender may require the Borrower to provide the Lender with a new or updated appraisal amount of any such Damages in excess of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05Damages Threshold.

Limitations. In addition The Employer may limit, revoke or amend its agreement to the limitations set forth in make employee contributions under Section 2.01 above4.2 on behalf of any Participant at any time, the Loan shall be advanced subject to but only if it determines that such limitation, revocation or amendment is necessary under one of the following limitationscircumstances: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%in the case of a Participant's after-tax contributions, to insure that the discrimination tests of Section 401(m) of the “as is” value Internal Revenue Code governing permissible levels of employee contributions are met for such Plan Year, or to insure that one of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if following tests is met for such rents were being paidPlan Year. (bA) The Borrower will be actual Average Percentage of the employee contributions of the Highly-Compensated Employees eligible to receive participate is not more than 1.25 times the remaining portion Actual Average Percentage of the Loan employee contributions for all other Employees eligible to participate; or (B) The Actual Average Percentage of the employee contributions for the Highly-Compensated Employees eligible to participate is not advanced in more than 2.0 times the Initial Tranche in Actual Average Percentage of the employee contributions for all other Employees eligible to participate and the Actual Average Percentage of the employee contributions for the Highly-Compensated Employees eligible to participate does not exceed the Actual Average Percentage of the employee contributions for all other Employees eligible to participate by more than two (2) additional Tranches percentage points; or (each ii) to insure that a “Future Tranche” and collectively Participant's Additions for any calendar year will not exceed the “Future Tranches”limitations of Section 4.3; or (iii) upon satisfaction to insure deductibility of the following conditions: Employer's entire contribution to the Plan for federal income tax purposes. If a limitation or amendment becomes necessary pursuant to paragraph (i) The aggregate amount or (iii) above, such limitation or amendment will be first applied to the Participant who is the Highly-Compensated Employee electing the highest percentage of all Tranches shall not exceed employee contributions pursuant to Section 4.2 until the original principal amount of the lesser tests of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal are met or until such Participant's election pursuant to or greater than Section 4.2 is reduced to the Debt Service Coverage Ratio on an “same percentage level as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches Participant who is the Highly-Compensated Employee electing the second highest percentage of employee contributions pursuant to Section 4.2. If further limitations are required, then both such Participants' percentage elections shall be advanced, if at all, not later than July 9, 2012. reduced until the tests of (i) or (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (are met or until the two Participants' elections pursuant to Section 4.2 are reduced to the same percentage level as hereinafter defined) the Participant who is the Highly Compensated Employee electing the third highest percentage of employee contributions pursuant to Section 4.2, and such additional documentation as limitations or amendments shall continue to be made in a similar manner from the Participants who are Highly-Compensated Employees making the highest percentage elections to the lowest until the tests of (i) or (iii) are satisfied. If a Participant is necessary thereto for each Future Tranche. (iv) For each requested Future Trancheprevented from making a portion of his employee contributions due to a permissible limitation, revocation or amendment by the Employer, such portion shall be returned to the Participant prior to its contribution to the Trust Fund. In applying the discrimination tests under this Section, the Lender may require the Borrower to provide the Lender with a new employer shall treat employee contributions under plans which are aggregated under Section 401(a)(4) or updated appraisal 410(b) of the PropertyInternal Revenue Code as made under a single plan. In addition, which new or updated appraisal shall comply with if a Highly-Compensated Employee is eligible under more than one plan subject to Section 401(m) of the Code maintained by the Employer, the Employee's Actual Average percentage is calculated by treating all of the requirements of Section 2.05 plans as one plan. For purposes of this Agreement Section, the family aggregation rules set forth in Section 2.1 of this Plan shall apply. Where the family aggregation rule is applicable, the family group shall be treated as one Highly-Compensated Employee and the Actual Average Percentage for the appraisal required as a condition precedent family group shall be the greater of: (1) the ratio determined by combining the compensation and employee contributions of all eligible family members who are highly-compensated without regard to family aggregation; and (2) the Closing. Notwithstanding anything contained herein to ratio determined by combining the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal compensation and employee contributions of the Property, which appraisal shall comply with all of the requirements of Section 2.05eligible family members.

Limitations. In addition (a) Except for Losses based on fraud, securities fraud or intentional Breach or arising in connection with any indemnification Claim based on Section 3.01 (Organization), Section 3.02 (Capitalization), Section 3.03(a) (Authority), Section 3.08 (Intellectual Property), or related to the allocation of the Merger Consideration as set forth in Section 9.02(d), the aggregate liability of the Securities Holders pursuant to Section 9.02 shall be limited to Two Million Dollars ($2,000,000). The aggregate liability of each Securities Holder for indemnification Claims based on Section 3.08 (Intellectual Property) shall be limited to 75% of the Merger Consideration which has been paid or has been earned but not yet paid to such Securities Holder. The aggregate liability of each Securities Holder pursuant to indemnification Claims based on any of Section 3.01 (Organization), Section 3.02 (Capitalization), Section 3.03(a) (Authority) or claims for indemnity under Section 9.02(d) shall be limited, in each instance, to an amount equal to the portion of the Merger Consideration which has been paid or is payable to such Securities Holder. The aggregate liability of a Securities Holder for Losses based on fraud, securities fraud or intentional Breach in which such Securities Holder participated, caused or was aware at the time of its occurrence shall be uncapped and shall not be subject to any of the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidArticle IX. (b) The Borrower will aggregate liability of Parent to all Securities Holder Indemnified Parties shall be eligible limited to receive an amount equal to the remaining Merger Consideration. (c) Any Person against whom an indemnification Claim is being asserted (an “Indemnifying Party”) shall not be obligated to indemnify and hold harmless any Person claiming indemnification under this Article IX (an “Indemnified Party”) after the expiration of any applicable Survival Period unless a Claim Notice with respect to such Indemnification Claim shall have been given by the Indemnified Party prior to the expiration of the applicable Survival Period. (d) The obligations of each Securities Holder under Section 9.02 shall be satisfied, first from the Holdback Amount, second from any Earnout Payment that is due to be paid while such indemnification Claim is outstanding and third from any future Earnout Payments and such payments from the Earnout Payment and the Holdback Amount shall be made on a pro rata basis among all Securities Holders based on the portion of the Loan not advanced in Earnout Payment or the Initial Tranche in not more than two (2) additional Tranches (Holdback Amount attributable to each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) Securities Holder. The aggregate amount value of all Tranches indemnification Claims credited against the Earnout Payment and the Holdback Amount shall not exceed be deemed to reduce the original principal Merger Consideration. No Claim for indemnification, contribution or other Claim shall be made by the Securities Holders against the Surviving Corporation for Losses for which the GlobalSCAPE Indemnity Group makes an indemnification Claim. If the full amount of the lesser Earnout Payment (including the Holdback Amount) is retained by Parent in satisfaction of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) indemnification Claims, any additional liability of a Securities Holder under Section 9.02 shall be satisfied from other assets of such Securities Holder subject to the then “as is” value of the Property; or (iii) an amount which would result limitations in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leasethis Section 9.04. (iie) All Future Tranches For purposes of determining the amount of Losses under Sections 9.02 and 9.03, all qualifications and limitations as to materiality, material adverse effect and words of similar import set forth in this Agreement shall be advanceddisregarded. Except with regard to Losses caused by fraud, if securities fraud or intentional Breach, no GlobalSCAPE Indemnity Group member shall seek to collect from the Securities Holders, and no Securities Holder shall be liable to pay an indemnification Claim under Section 9.02, unless and until the total amount of Losses then claimed by the GlobalSCAPE Indemnity Group shall exceed $100,000 and unless such Claim relates to misallocation of the Merger Consideration where a corrective reallocation may be requested at allwhich time, not later than July 9the GlobalSCAPE Indemnity Group may seek to collect amounts in excess of such threshold; provided that, 2012notwithstanding that this Section 9.04(e) prevents collection of amounts from Securities Holders until such threshold has been exceed, any of the GlobalSCAPE Indemnity Group believing that it has an indemnification Claim shall continue to provide notice as required hereunder for indemnification Claims even prior to meeting such threshold. (iiif) The Borrower amount of Losses that are subject to indemnification under this Article VIII shall enter into be calculated net of the amount of any insurance proceeds, indemnification payments from third parties, third-party recoveries, warranty payments or contribution payments actually received by any of the GlobalSCAPE Indemnity Group, if any. The GlobalSCAPE Indemnity Group will use commercially reasonable efforts to collect such amounts from insurers and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Trancheother third parties. (ivg) For Except with respect to Claims relating to fraud, securities fraud and/or intentional Breach, each requested Future Trancheparty agrees it will not seek punitive, the Lender may require the Borrower to provide the Lender exemplary, special incidental, consequential damages or damages based on diminution in value, loss of profits or damages using a purchase price multiplier calculation (other than reimbursement of such damages obtained by a third party in connection with a new Third Party Action) as to any matter under, relating to or updated appraisal arising out of this Agreement. (h) GlobalSCAPE Indemnity Group members shall not be entitled to indemnification with respect to any Losses to the extent of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement dollar amount reserved for the appraisal required such Losses as a condition precedent to liability on the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05Balance Sheet.

Limitations. In addition Notwithstanding any other provision in this Article IX, Parent will be entitled to indemnification only to the limitations set forth in Section 2.01 above, extent that the Loan aggregate Indemnifiable Amounts (which shall be advanced subject to the following limitations: (a) On the date determined for all purposes of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: Article IX (i) Eight Million Five Hundred Thousand by construing any qualification in any representation or warranty, as to "MATERIALITY", including without limitation "material adverse effect", (other than in Sections 3.8(a), 3.8(h), 3.8(i), 3.8(j)(iii) and 00/100 Dollars ($8,500,000.00iv); (ii, 3.13(f), 3.13(j), 3.14, 3.23, 3.25 and 3.27) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio to mean an Indemnifiable Amount equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease $15,000 and (as hereinafter defined)ii) by disregarding any disclosure, as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche Disclosure Schedule relating to the Scheduled Litigation) exceed $500,000 (the "THRESHOLD AMOUNT") PROVIDED THAT at such time as the amount to which Parent is entitled to be indemnified exceeds the Threshold Amount, Parent shall be entitled to be indemnified up to the full Indemnifiable Amounts including the Threshold Amount, provided, further, that the foregoing limitations in this Section 9.4 shall not more than two apply with respect to the Scheduled Litigation and Parent shall be able to recover all Indemnifiable Amounts (2i.e. no Threshold Amount) additional Tranches (each a “Future Tranche” and collectively relating to the “Future Tranches”) upon Scheduled Litigation. Notwithstanding the foregoing, in no event shall the Indemnifiable Amounts paid by the NextPoint Holders to Parent in satisfaction of the NextPoint Holders' indemnification obligations with respect to the Scheduled Litigation exceed the amounts set forth on Schedule 9.1. The following conditions: additional limitations shall apply to the obligations of a party hereunder to indemnify any other party: (i) The aggregate amount of all Tranches no indemnifying party shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00)be liable for consequential, incidental, special or other indirect damages; (ii) seventy percent (70%) all Indemnifiable Amounts shall be calculated net of any insurance proceeds received by the then “as is” value of the Propertyindemnified party and shall be calculated on an after-tax basis; or and (iii) an amount which would result in a debt service coverage ratio equal each indemnified party shall have the obligation to or greater than take commercially reasonable efforts to mitigate the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseIndemnifiable Amount. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition Notwithstanding Section 2(a), the Company shall be required to effect no more than two Demand Registrations; provided, that the limitations Holders shall be entitled to additional Demand Registrations if such additional Demand Registrations would be eligible for registration on Form S-3 after the Company qualifies for Form S-3 (any Demand Registration eligible for registration on Form S-3 shall not be counted toward the two Demand Registration limit set forth in Section 2.01 abovethis sentence); and provided, further, that the Loan Company shall not be advanced subject required to effect more than one such Demand Registrations on Form S-3 in any twelve month period and that the Company shall not be required to effect any such Demand Registration on Form S-3 if any such Demand Registration on Form S-3 shall result in an offering price to the following limitations: (a) On public of less than $20 million. Notwithstanding the date foregoing, a Demand Registration shall not be counted toward the two Demand Registration limit set forth in the first sentence of this AgreementSection 2(b) if, as a result of an exercise of the Borrower underwriter's cut-back provisions, less than 50% of the total number of Included Securities that the Series A Holders and Series B Holders have collectively requested to be included in a Demand Registration are so included. Notwithstanding the foregoing, Sagamore Hill Hub Fund Ltd. and its affiliates (collectively, "Sagamore") and the PCG Entities shall have an independent right to additional Demand Registrations that would be eligible for registration on Form S-3 after the Company qualifies for Form S-3; provided, that the Company shall not be required to receive an advance (effect more than one such Demand Registration requested by Sagamore or the “Initial Tranche”) not to exceed PCG Entities, as the lesser of: (i) Eight Million Five Hundred Thousand case may be, on Form S-3 in any twelve month period and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) that Sagamore or the PCG Entities, as the case may be, will pay the expenses of the “as is” value of the Property; or (iii) the amount which would such registration if such registration shall result in a debt service coverage ratio equal an aggregate offering price to the public of less than $1 million. Any registration requested by Sagamore or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under PCG Entities pursuant to the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches immediately preceding sentence shall not exceed have the original principal amount effect of limiting the lesser number of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) or timing of any Demand Registration requested pursuant to the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 first sentence of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.052(b).

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On Seller shall not have any obligation to indemnify the date Buyer Indemnitees from and against any Losses under Section 11.1(a), other than Losses resulting by reason of this Agreementany fraud or intentional misrepresentation, until the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy Buyer Indemnitees have suffered Losses by reason of all such breaches in excess of two percent (702%) of the “as is” value Purchase Price (after which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses in excess of the Propertyfirst two percent (2%) of the Purchase Price); or provided, however, that the foregoing thresholds shall not apply to any indemnification provided by Seller arising out of the representations and warranties in Sections 5.1 (iiiGood Standing and Authority) and 5.8 (Taxes). Buyer shall not have any obligation to indemnify the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable Seller Indemnitees from and against Losses under the Master Lease (as hereinafter definedSection 11.2(a), as if other than Losses resulting by reason of any fraud or intentional misrepresentation, until the Seller Indemnitees have suffered Losses by reason of all such rents were being paidbreaches in excess of two percent (2%) of the Purchase Price (after which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses in excess of the first two percent (2%) of the Purchase Price); provided, however, that the foregoing thresholds shall not apply to any indemnification provided by Buyer arising out of the representations and warranties in Sections 6.1 (Good Standing and Authority) and 6.3 (Capitalization). (b) The Borrower will be eligible to receive From and after the remaining portion last Closing, the rights of the Loan not advanced in Indemnified Parties under Sections 11.1-11.3 shall be the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction exclusive remedy of the following conditions: (i) The aggregate amount of Seller Indemnitees and Buyer Indemnitees with respect to any and all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand matters arising out of, relating to, or connected with this Agreement, Seller and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advancedits assets and liabilities, if at allincluding, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranchewithout limitation, the Lender may require Purchased Assets and the Borrower to provide the Lender with a new or updated appraisal of the PropertyAssumed Liabilities; provided, which new or updated appraisal shall comply with all of the requirements of Section 2.05 however, that notwithstanding any other provision of this Agreement Agreement, nothing herein shall limit any claim of any Party for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05remedies at law or in equity for fraud or intentional misrepresentations.

Limitations. In addition to the limitations set forth in Buyer’s obligations under Section 2.01 above10.2(a), the Loan shall be advanced subject to the following limitations: (ai) On the date of this Agreement, the Borrower Buyer shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: have no liability for Losses under clause (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (iiof Section 10.2(a) seventy percent (70%) of unless the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches Losses thereunder for which Buyer would be liable exceeds $3,618,277, in which case Buyer would be liable only for the amount of Losses in excess of $3,618,277; provided, however, that the limitation set forth in this Section 10.2(b)(i) shall not exceed apply to the original principal amount extent such Losses result from any inaccuracy or breach of a Fundamental Buyer Representation or the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease.Specified Buyer Representation; (ii) All Future Tranches Buyer shall have no liability for Losses under clause (i) of Section 10.2(a) to the extent the aggregate amount of all such Losses for which Buyer would otherwise be advancedrequired to provide indemnification exceeds, if at allon a cumulative basis, not later than July 9, 2012.an amount equal to $36,182,772 and (iii) The Borrower Buyer shall enter into and execute an Interest Rate Protection Agreement not have any liability for Losses under clause (as hereinafter definedi) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for 10.2(a) following the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche date that is more than eighteen (18) calendar months after the Closing; provided, however, that (A) there shall be no time limitation on any claim for inaccuracy or breach of any Fundamental Buyer Representations; (B) claims for breach of the Specified Buyer Representation shall survive the Closing until the date that is the earlier of (x) thirty (30) months after the Closing Date, and (y) the Borrower shall provide the Lender with a new appraisal sale of the Property, which appraisal shall comply with all of the requirements shares of Buyer Common Stock owned by Seller; and (C) a Seller Indemnified Party shall preserve its right to pursue a claim under clause (i) of Section 2.0510.2(a) with respect to a particular breach if such Seller Indemnified Party, prior to the expiration of the applicable survival period specified in this Section 10.2(b)(iii), delivers a notice that constitutes an Indemnification Notice, but only with respect to the breach, and the underlying facts and circumstances of such breach, described in such Indemnification Notice. For the avoidance of doubt, Buyer’s indemnification obligations with respect to clause (ii) of Section 10.2(a) shall not expire.

Limitations. In addition (a) [ Intentionally omitted ] (b) Except as provided in Section 8.4(c) below, the Parent Indemnified Parties shall assert claims under Section 8.1(a) only if any individual Indemnifiable Loss or group or series of related Indemnifiable Losses exceeds $20,000 (the "Threshold Amount"), in which case, subject to the limitations and other provisions set forth in this Article 8, the Parent Indemnified Parties shall be entitled to indemnification for the entire amount of such Indemnifiable Losses incurred by the Parent Indemnified Parties and counted towards the Deductible (as defined below). Additionally, except as provided in Section 8.4(c) below, the Parent Indemnified Parties shall not assert claims under Section 8.1(a) unless and until the aggregate amount of such Damages exceeds, in the aggregate, $200,000 (the "Deductible"), and then the Principal Shareholders will be liable to the Parent Indemnified Parties for all such Indemnifiable Losses in excess of the Deductible, but subject to the Maximum Liability Amount. The maximum aggregate liability of a Principal Shareholder to the Parent Indemnified Parties for all such Indemnifiable Losses pursuant to Article 8 will not exceed the Maximum Liability Amount, and a Principal Shareholder may elect, at the Principal Shareholder's sole option, to satisfy all Indemnifiable Losses by returning to the Parent Indemnified Parties shares of Parent Common Stock, which, for purposes of this Section 8.4, shall be valued at a per share amount equal to the greater of (i) the then-current fair market value as of the date of the written notice of the claim contemplated in Article 8 and (ii) $14.00 per share. Notwithstanding the foregoing, the limitations set forth in this Section 2.01 above, 8.4(b) do not apply to Indemnifiable Losses related to or arising out of any claims asserted by the Loan shall be advanced subject to the following limitations:Parent Indemnified Parties for items listed in Section 8.4(c). (ac) On the date The limitations of this AgreementSection 8.4 shall not apply to Indemnifiable Losses resulting from, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser arising out of: , or based upon (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); any fraud or intentional misrepresentation by the Company, the Principal Shareholders or the Company Shareholders, or (ii) seventy percent (70%) any breach of the “as is” value any covenant or agreement of the Property; any Principal Shareholder contained in Sections 6.5 or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined)6.9, as if such rents were being paidhereof. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date Notwithstanding any provision of this AgreementAgreement to the contrary, the Borrower Stockholder shall be eligible have no obligation to receive indemnify any Buyer Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Buyer Indemnitees have suffered indemnifiable Losses hereunder in an advance (the “Initial Tranche”) not aggregate amount attributable to exceed the lesser of: (i) Eight all Claims in excess of One Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.001,500,000) (the "Threshold"); (ii) seventy percent (70%) . Once the aggregate amount of indemnifiable Losses hereunder exceeds the Threshold, the Buyer Indemnitees shall be entitled to recover the full amount of all such Losses in excess of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidThreshold. (b) The Borrower will be eligible Notwithstanding any provision of this Agreement to receive the remaining portion contrary, the maximum aggregate liability of the Loan not advanced in Stockholder to the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” Buyer Indemnitees for all claims arising under this Agreement and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy other Transaction Documents equals ten percent (7010%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeasePurchase Price. (iic) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 Notwithstanding any provision of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if neither Mirant, Buyer nor Note Buyer shall have any obligation to 18 indemnify any Stockholder Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the requested Future Tranche is more than eighteen (18) calendar months after Stockholder Indemnitees have suffered indemnifiable Losses hereunder in the Closing Dateaggregate amount attributable to all Claims in excess of the Threshold; provided, however, that Mirant's, Buyer's and Note Buyer's obligations to indemnify any Stockholder Indemnitee for any Losses arising from for any breach of this Agreement by Mirant, Buyer or Note Buyer of their obligation to pay, or directly or indirectly resulting in the failure of Mirant, Buyer and Note Buyer to pay, the Borrower Purchase Price under this Agreement, shall provide not be subject to the Lender with a new appraisal Threshold. Subject to the foregoing proviso, once the aggregate amount of Losses exceeds the Threshold, the Stockholder Indemnitees shall be entitled to recover the full amount of Losses in excess of the PropertyThreshold. (d) Notwithstanding any provision of this Agreement to the contrary, which appraisal shall comply with the maximum aggregate liability of Mirant, Buyer and Note Buyer to the Stockholder Indemnitees for all claims arising under this Agreement and the other Transaction Documents equals ten percent (10%) of the requirements Purchase Price; provided, however, that Mirant's, Buyer's and Note Buyer's liability for any breach of Section 2.05this Agreement by Mirant, Buyer or Note Buyer of their obligation to pay, or directly or indirectly resulting in the failure of both Mirant, Buyer and Note Buyer to pay, the Purchase Price shall not be subject to such limitation. (e) No Indemnitee shall be entitled to indemnification under this Article 5 for Losses (i) directly or indirectly caused by a willful or negligent act of such Indemnitee or a breach by such Indemnitee of any representation, warranty, covenant or other agreement set forth in this Agreement or any duty to the potential Indemnitor or (ii) covered by insurance proceeds from insurance owned and paid for by the Stockholder, the Companies, the Holding Subsidiaries, the Partnership or any of their respective Affiliates prior to the Closing, to the extent that the Buyer Indemnitees actually receive such insurance proceeds to cover such Losses.

Limitations. In addition An Indemnitor shall not have an obligation to indemnify an Indemnified Person pursuant to this Agreement unless and until the damages caused to the limitations set forth Indemnified Person hereunder shall in Section 2.01 abovethe aggregate exceed $75,000, in which event the Loan Indemnified Person shall be advanced subject entitled to be indemnified for all damages for which the following limitations: (a) On Indemnified Person is to be indemnified for pursuant hereto. In addition, in no event shall an Indemnitor have an obligation to indemnify an Indemnified Person hereunder for damaged in excess of $2,200,000 in the date aggregate. Notwithstanding any other provision of this Agreement, and in addition to any other rights and remedies available to the Borrower Parties hereto, once Parent has fully complied with the procedures of this Section 8.04 and an obligation to indemnify Parent Indemnified Persons is finally determined, the outstanding principal balance of the Note shall be eligible reduced by the amount of such indemnification obligation(s). Prior to receive taking any action under this Section 8.04(d) and effecting any offset hereunder, Parent shall give Company Indemnitors thirty (30) days’ prior written notice of its intent to do so, specifying in reasonable detail the basis for such offset, and upon written request of Jxxxx Xxxxx meet and confer with Rxxxxxx Xxxxx prior to the expiration of such thirty (30) day period in an advance effort to resolve any dispute concerning an offset in accordance with this Section 8.04(d). Only after complying with the foregoing procedures and reducing the Note by the amount of such indemnification obligation may the Parent Indemnified Persons bring a claim for the balance of such indemnification obligation against the Company Indemnitors (subject to the “Initial Tranche”) not floor and ceiling set forth above). In the event Parent is obligated to exceed make any payments under this Article VIII, it may, at its sole discretion, make the lesser of: payment in shares of Parent Common Stock in a number of shares equal to the (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); the dollar amount obligated to be paid hereunder divided by (ii) seventy percent (70%) the average daily closing market price of the “as is” value such shares of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement Parent Common Stock for the appraisal required as a condition precedent to five (5) Business Days immediately preceding the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05payment date.

Limitations. In addition to (a) Except for the limitations Sellers indemnification obligations for breaches of the representations and warranties set forth in Sections 5.1(c) and 5.2(a) and for claims pursuant to Section 2.01 above7.1(c) of this Agreement (the "Excluded Obligations"), under no circumstances shall the maximum aggregate amount of each Seller's liability for any and all Breaches and any and all failures to perform any covenant or agreement contained in this Agreement exceed the amount calculated as follows: Escrow Share Value times the number of Escrow Shares (excluding fractional shares) to which such Seller is entitled pursuant to Section 3.1 (i.e., for instance, for Seller 6, the Loan Escrow Share Value times 1,114 Escrow Shares). Other than with respect to the Excluded Obligations, the indemnification due by any Seller for Breaches or failures to perform any covenant or agreement contained in this Agreement which have to be, or are, claimed during the Regular Warranty Period ("Regular Indemnification Claims") shall be advanced subject paid only by such Seller's Escrow Shares. For the sake of clarity, in the event that all Escrow Shares of such Seller are used for Regular Indemnification Claims, then Seller shall not have any additional liability for any Breach and any and all failures to perform any covenant or agreement contained in this Agreement, other than for Excluded Obligations. In the event that not all Escrow Shares of such Seller are used for Regular Indemnification Claims, such Seller's remaining maximum aggregate liability (other than with regard to Excluded Obligations) shall be limited to the following limitations: (a) On amount: Escrow Share Value times the date number of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) such Seller's Escrow Shares not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) used for payment of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidRegular Indemnification Claims. (b) The Borrower will be eligible to receive Except for the remaining portion Purchaser's indemnification obligations for a breach of a covenant set forth in Section 8.3 of this Agreement, under no circumstances shall the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The maximum aggregate amount of the Purchaser's liability for any and all Tranches shall not Breaches and any and all failures to perform any covenant or agreement contained in this Agreement exceed the original principal amount calculated as follows: Escrow Share Value times total number of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseEscrow Shares. (iic) All Future Tranches No Seller shall be advancedhave any right of contribution against the Company or the Purchaser with respect to any breach by the Company of any of its representations, if at allwarranties, not later than July 9, 2012covenants or agreements. (iiid) The Borrower "Escrow Share Value" shall enter into and execute an Interest Rate Protection Agreement be equal to the average of the last reported sale prices per share of the Purchaser common stock on the NASDAQ National Market over the five consecutive trading days ending two trading days before the Closing Date (as hereinafter defined) and subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Purchaser common stock since the beginning of such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranchefive-day period); provided that in the event that no trades shall have occurred during such five consecutive trading days, the Lender may require "Escrow Share Value" shall be the Borrower to provide the Lender with a new or updated appraisal average of the Propertyreported sale prices during the immediately preceding five consecutive trading days; and provided, which new or updated appraisal further, that in the event that no trades shall comply with all have occurred during such second five consecutive trading days, the "Escrow Share Value" shall be the average of the requirements of Section 2.05 of this Agreement for "bid" and "ask" prices during the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after ten consecutive trading days ending two trading days before the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On Except for a Warranty Breach with respect to a Fundamental Representation and Warranty or for Losses resulting from Fraud (“Fraud Claims”), if any individual Claim or series of related Claims (if such Claim or series of related Claims arise out of the date same or similar facts or circumstances) for indemnification by the Buyer Indemnified Parties that is made as a Claim for a Warranty Breach that is subject to indemnification under Section 9.2 results in Losses that do not exceed $100,000 (each a “De Minimis Loss”) then such De Minimis Losses will not be deemed to be Losses under this Agreement and will not be eligible for indemnification under this Article 9. For purposes of this Agreementclarity, if any individual Claim or series of related Claims (if such Claim or series of related Claims arise out of the Borrower same or similar facts or circumstances) for indemnification by Buyer that is made as a Claim for a Warranty Breach that is subject to indemnification under Section 9.2 results in Losses that equal or exceed $100,000, then no portion of such Losses shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in considered a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidDe Minimis Loss. (b) The Borrower Except for a Warranty Breach with respect to Fundamental Representations and Warranties and Fraud Claims, the Buyer Indemnified Parties will be eligible entitled to receive be indemnified pursuant to Section 9.2 for Losses incurred for any Warranty Breach (excluding any De Minimis Loss) only if and to the remaining portion of extent that the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed such Losses exceeds $4,125,000. (c) Except for a Warranty Breach with respect to Fundamental Representation and Warranties and Fraud Claims, Seller’s liability to the original principal amount of Buyer Indemnified Parties under Section 9.2(a) will be limited, in the lesser of aggregate, (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); to the Escrow Amount plus (ii) seventy percent 10% of any amounts payable by Buyer to Seller pursuant to Section 2.4. Under no circumstance will Seller’s liability for any Losses arising out of or relating to this Agreement (70%including in respect of Fraud) of exceed the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeasePurchase Price. (iid) All Future Tranches shall No indemnifying Person will be advancedliable for any Losses that are subject to indemnification under Sections 9.2 or 9.3 unless a written demand for indemnification under this Agreement is delivered by the indemnified Person to the indemnifying Person with respect thereto prior to 5:00 P.M. Central Time on the date pursuant to Section 9.1 on which the survival period of the applicable representations and warranties or covenants expires, if at allto assert a Claim for indemnification describing such Claim in reasonable detail, not later than July 9including the factual circumstances giving rise to and the provisions under this Agreement on which such Claim is based. Notwithstanding the foregoing, 2012any Claim for indemnification under this Agreement that is duly brought prior to such time will survive until such matter is resolved. (iiie) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent Notwithstanding anything to the Closing. Notwithstanding anything contrary contained herein in this Agreement, under no circumstances will any Party or any of its Affiliates be entitled to recover more than one time for any Loss under this Agreement, and to the contraryextent a Party or any of its Affiliates is compensated for a matter through the adjustments provided for in Section 2.3, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with such Party and its Affiliates will not have a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05separate right to indemnification for such matter.

Limitations. In addition (i) An indemnified party shall not be entitled to recovery for any Loss relating to a matter covered by a reserve established for such matter on the latest financial statements of the indemnifying party delivered to the limitations set forth in Section 2.01 aboveindemnified party on or before the Effective Time unless, and only to the extent that, the Loan cumulative Loss suffered by such indemnified party exceeds the amount of such reserve. For these purposes only, the reserves of the Company on the Closing Statement shall be advanced subject deemed to be a reserve of the Stockholders. (ii) An indemnified party shall not be entitled to more than one recovery for any single Loss even though such Loss may have resulted from the breach or inaccuracy of more than one of the representations, warranties, covenants and agreements made by an indemnifying party in or pursuant to this Agreement. (iii) With respect to claims for breaches by an indemnifying party of its representations and warranties, the indemnified party shall not be entitled to indemnification hereunder unless and until the aggregate of all valid claims of the indemnified party relating to breaches of representations or warranties exceeds the sum of $50,000 (the "Threshold"), and then only to the following limitations:extent of the amount in excess of the Threshold. (aiv) On The liability of each Stockholder under this Section 8.01 shall be limited to the date Escrow Money and the Escrow Shares (and, after the expiration of the Claims Period with respect to a misrepresentation or breach of warranty with respect to the representations and warranties of the Company and the Stockholders contained in Sections 3.18, 3.19 and 2.23 of this Agreement, the Borrower liability of the Stockholders shall be eligible limited to receive an advance (aggregate amount equal to the “Initial Tranche”) not to exceed Escrow Money and the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the PropertyEscrow Shares as of the expiration of the Claims Period, but the liability of each Stockholder in such case shall be several and not joint); provided, however, that any Loss of the Surviving Corporation that arises out of any act of fraud or intentional misrepresentation by the Stockholders shall not be so limited to the Escrow Money and the Escrow Shares (iii) or the amount which would result in a debt service coverage ratio equal to or greater than value thereof as of the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under expiration of the Master Lease (as hereinafter definedClaims Period), as if but the liability of each Stockholder in such rents were being paidcase shall be several and not joint with respect to such Loss. (bv) The Borrower will cumulative liability of Envirogen and the Surviving Corporation under this Section 8.01 shall be eligible to receive the remaining portion of the Loan not advanced limited in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively aggregate to an amount equal to the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand Escrow Money and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than Escrow Shares on the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseClosing Date. (iivi) All Future Tranches The amounts for which an indemnifying party shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of liable under this Section 2.05 8.01 of this Agreement for shall be: (A) net of any tax benefit realized or to be realized by the appraisal required as a condition precedent indemnified party by reason of the facts and circumstances giving rise to the Closing. Notwithstanding anything contained herein indemnifying party's liability; and (B) net of any insurance proceeds received by the indemnified party in connection with the facts giving rise to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal right of the Property, which appraisal shall comply with all of the requirements of Section 2.05indemnification.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On Notwithstanding anything contained herein, in no event shall the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) aggregate of the “as is” value obligations and liability of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or Guarantor be greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable obligations and liability of Subsidiary Member and Lender under the Master Lease Agreements with the Company; provided, however, that the obligations and liability of the Guarantor under this Guaranty shall not be discharged or released by reason of the discharge or release of Subsidiary Member or Lender in bankruptcy, receivership or other proceedings, a disaffirmation or rejection of the Agreements, or any of them, by Subsidiary Member or Lender or a trustee, custodian or other representative in bankruptcy, or any other stay or other enforcement restriction, or other reduction, modification, impairment or limitation of liability or remedy of the Company that would not have been applicable if Guarantor was the original obligor under the Agreements (as hereinafter definedsuch as, for example, a lack of corporate authority of the Subsidiary Member), as if such rents were being paid. (b) The Borrower will be eligible Except for the amounts referred to receive the remaining portion in Section 3.1(b)(ii)(A) and (B) of the Loan not advanced LLC Agreement or as may in the Initial Tranche future be expressly agreed by Subsidiary Member in writing (collectively, “Subsidiary Unilateral Obligations”), Parent shall not more than two be required to make payments under this Guaranty unless HRI Parent is simultaneously making equal payments under the HRI Parent Guaranty Agreement, as evidenced by a bank statement or screen printout showing available funds. (2c) additional Tranches (each a “Future Tranche” and collectively Guarantor’s obligation to contribute funds shall extend to any expenditure required to achieve Environmental Compliance, whether or not such expenditure occurs during the “Future Tranches”) upon satisfaction term of the following conditions: (i) The aggregate LLC Agreement or thereafter as a result of Operations under the LLC Agreement; provided, that the maximum amount of all Tranches for which Guarantor shall be liable pursuant to this sentence shall not exceed the original principal sum of all distributions received by Subsidiary Member under the LLC Agreement minus any amount previously funded by Guarantor under this Guaranty or as an additional Capital Contribution by the Subsidiary Member under the Agreements for Environmental Compliance and provided further that this Guaranty shall not apply to any Environmental Liability that does not relate to the period that the Subsidiary Member is a Member of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseCompany. (iid) All Future Tranches This Guaranty shall terminate and be advancedof no further force or effect upon the commencement of a case under any insolvency or bankruptcy law by (or an involuntary case against) Uranium Resources, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.Inc.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: ARTICLE 1.8 (a) On The indemnification provided by this Article IX shall be a continuing right to indemnification and shall survive the date closing of the transactions contemplated hereby and the expiration or termination of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: Agreement (i) Eight Million Five Hundred Thousand for a period of eighteen months following the Merger Closing with respect to any indemnification other than for Consolidated Return Tax Liabilities and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) until the expiration of the “as is” value statute of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease limitations (as hereinafter defined)it may be extended) with respect to each tax year or period pertinent to Consolidated Return Tax Liabilities; and the Indemnified Party shall be entitled to bring an action thereon only if the Indemnified Party has given the Indemnifying Party written notice within such eighteen month period or statute-of-limitations period, as if such rents were being paid. the case may be. TIPMG is only liable for representations, warranties, covenants and agreements that it has made or agreed to on behalf of itself and the Manager. Additionally, IREIC is only liable for representations, warranties, covenants and agreements that it has made or agreed to on behalf of itself and the Advisor. (b) The Borrower will be eligible to receive (c) Either Parent may, at its election, pay its indemnification obligations in cash, in REIT Common Shares or in a combination thereof. Except as provided in Section 9.5(c), the remaining portion aggregate indemnification obligations of the Loan not advanced in Parents hereunder (other than for Losses which are Consolidated Return Tax Liabilities) (the Initial Tranche in not more than two (2"Maximum Indemnification Amount") additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); 68 million, or (ii) seventy percent the sum of (70%X) the "Fair Market Value" (as defined herein) of the then “as is” value REIT Common Shares issued hereunder and (Y) 50% of the Propertydifference between the indemnification obligation and the Fair Market Value of the REIT Common Shares issued hereunder (the "Excess Amount"); or (iii) an amount which would result in a debt service coverage ratio equal to or greater than provided, however, that for the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable purposes of determining the Maximum Indemnification Amount under this Section 9.5(b), the Master Lease. (ii) All Future Tranches Excess Amount shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) limited to $34 million. For each requested Future Tranchepurposes of this Article IX, the Lender may require "Fair Market Value" of a REIT Common Share shall be, at the Borrower to provide the Lender with a new or updated appraisal time of the Propertypayment of the indemnification obligation, which new the per share average closing price of the REIT Common Shares for the five business days immediately prior to the payment of the indemnification obligation, or updated appraisal if, the REIT Common Shares are not then listed on a national securities exchange or included for quotation on the Nasdaq National Market, the amount determined by an independent appraiser reasonably acceptable to REIT and the Indemnifying Party. (d) (e) If, at the time a Parent pays its indemnifying obligations, the Fair Market Value of a REIT Common Share exceeds $11, the Maximum Indemnification Amount shall comply with be the Fair Market Value of all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05REIT Common Shares being issued hereunder.

Limitations. In addition (A) Notwithstanding any other provisions of this Section 2.09, (i) to the limitations set forth in Section 2.01 aboveextent that any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary that is not a Loan Party (a “Foreign Asset Sale”) or Excess Cash Flow attributable to a Foreign Subsidiary that is not a Loan Party (“Foreign Subsidiary Excess Cash Flow”) are prohibited or delayed by applicable local law from being distributed to any Loan Party, the Borrower shall not be required to prepay any amounts pursuant to Sections 2.09(c)(i) or (iv) on account of the portion of such Net Cash Proceeds or Excess Cash Flow so affected, but only so long as the applicable local law will not permit distribution to any Loan shall Party, and once any of such affected Net Cash Proceeds or Excess Cash Flow that, in each case, would otherwise result in a prepayment obligation of the Borrower pursuant to Section 2.09(c)(i) or Section 2.09(c)(iv) is permitted under the applicable local law to be advanced subject distributed to the following limitations: (a) On the date of this Agreementany Loan Party, the Borrower shall be eligible required to receive an advance (the “Initial Tranche”) not prepay any amounts required to exceed the lesser of: (i) Eight Million Five Hundred Thousand be prepaid under Section 2.09 on account of such Net Cash Proceeds or Excess Cash Flow and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of to the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require extent that the Borrower has determined in good faith that distribution of any of or all the Net Cash Proceeds held by a Foreign Subsidiary, or any Foreign Subsidiary Excess Cash Flow, to provide the Lender with a new or updated appraisal of the PropertyLoan Party (including, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as avoidance of doubt, through any Subsidiary to a condition precedent Loan Party) would have material adverse tax cost consequences to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing DateBorrower and its Subsidiaries, the Borrower shall provide not be required to prepay any amounts pursuant to Sections 2.09(c)(i) through (iv) on account of such Net Cash Proceeds or Excess Cash Flow; provided that, in the Lender with a new appraisal case of this clause (ii), the applicable Foreign Subsidiary applies an amount equal to the amount that would have been required (but for this Section 2.09(v)(A)) to be applied to reinvestments or prepayments pursuant to Sections 2.09(c)(i) through (iv) on account of such Net Cash Proceeds or Excess Cash Flow to invest in capital assets of the Property, which appraisal shall comply with all type used in the business of the requirements Borrower and its Subsidiaries or to prepay Indebtedness of Section 2.05the applicable Foreign Subsidiary, unless the Borrower in good faith determines and notifies the Administrative Agent in writing that no such investment or prepayment of Indebtedness would be beneficial to the Borrower and its Subsidiaries taken as a whole.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On The sole and exclusive remedy of the date of this Agreement, the Borrower Indemnified Parties for money damages with respect to indemnification pursuant to Section 9.2 shall be eligible to receive an advance (make claims against the “Initial Tranche”) not to exceed Escrow Amount in accordance with the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidEscrow Agreement. (b) The Borrower will No claims shall be eligible made by any Indemnified Party for indemnification pursuant to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: clause (i) The of Section 9.2 hereof, unless and until the aggregate amount of all Tranches shall not exceed Losses for which the original principal amount of the lesser of Indemnified Parties seek to be indemnified pursuant to clause (i) Ten Million Five Hundred Thousand and 00/100 Dollars of Section 9.2 exceeds $150,000 ($10,500,000.00the “Threshold Amount”); , at which time the Indemnified Parties shall be entitled to indemnification for all such Losses (ii) seventy percent (70%) of including all Losses included within the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseThreshold Amount). (iic) All Future Tranches shall The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be advancedexercised by the Indemnified Parties based on such representations, if warranties, covenants and obligations, will not be limited or affected by any investigation conducted by Parent or Merger Sub or any agent of Parent or Merger Sub with respect to, or any knowledge acquired (or capable of being acquired) by Parent or Merger Sub or any agent of Parent or Merger Sub at allany time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. The waiver by Parent or Merger Sub of any conditions set forth in Article VIII will not later than July 9, 2012affect or limit the provisions of this Article IX in any manner. (iiid) The Borrower Parent, Merger Sub and the Indemnified Parties agree that their sole and exclusive remedy for money damages for any matters relating to this Agreement, the Escrow Agreement and any certificate or instrument delivered pursuant hereto shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranchebe the rights to indemnification set forth in this Article IX. (ive) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein in this Article IX to the contrary, if nothing in this Agreement shall limit (i) any right or remedy for fraud, intentional misrepresentation or willful breach or misconduct or (ii) any equitable remedy, including a preliminary or permanent injunction or specific performance. (f) The amount of any Losses subject to indemnification under Section 9.2 shall be reduced by the requested Future Tranche is more than eighteen amounts actually recovered by the Indemnified Parties under applicable insurance policies with respect to claims related to such Losses. (18g) calendar months after the Closing DateExcept as otherwise permitted by Sections 9.3(e) or 10.2 or in respect of Third Party Claims, the Borrower no Stockholder shall provide the Lender with a new appraisal of the Propertybe liable under Section 9.2 to any Indemnified Party for any consequential, which appraisal shall comply with all of the requirements of Section 2.05incidental or punitive Losses or Losses for lost profits.

Limitations. In addition (a) The rights of the Buyer Indemnitees to indemnification pursuant to the limitations set forth in provisions of Section 2.01 above, the Loan shall be advanced 8.1 are subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand The Buyer Indemnitees shall not be entitled to recover for any Adverse Consequences pursuant to Section 8.1 unless and 00/100 Dollars ($8,500,000.00); (ii) seventy until the aggregate amount of all Adverse Consequences for which the Buyer Indemnitees are entitled to indemnification under Section 8.1 exceeds the amount that is two percent (702%) of the “Purchase Price (based on the Average Price Per Share as is” value of the Property; or Closing Date), at which time the Buyer Indemnitees shall be entitled to seek and obtain indemnification for all Adverse Consequences for which the Buyer Indemnitees are entitled to seek and obtain indemnification pursuant to Section 8.1. (iiiii) The aggregate Adverse Consequences for which the Buyer Indemnitees shall be entitled to seek and obtain indemnification pursuant to Section 8.1 shall not exceed the amount which would result in a debt service coverage ratio equal that is twenty percent (20%) of the Purchase Price (other than with respect to claims for any breach or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter definedinaccuracy of any representation or warranty that is fraudulent), as if such rents were being paid. (b) The Borrower will limit set forth in Section 8.3(a)(ii) hereof, shall not apply to any breach by any of Seller of any of the Fundamental Representations or any Adverse Consequences arising out of or relating to fraud or willful misrepresentation, or willful breach. For the sole purpose of determining the amount of Adverse Consequences (and not for determining whether or not any breaches of representations or warranties have occurred), the representations and warranties of the Company and Sellers shall not be eligible deemed qualified by any references to receive materiality, knowledge or material adverse effect. (c) The indemnification obligations in Section 8.1(a), (b) and Section 8.2(a) and (b) shall terminate when the remaining respective representation and warranty or covenant expires, as set forth in Article 6 above. With respect to any Claim Notice or Indemnity Notice delivered within the survival periods set forth in Article 6 above, the representations and warranties that are the subject of such indemnification claim shall survive with respect to such claim until such claim is finally resolved. (d) Notwithstanding the foregoing, the total amount of the payments that Sellers can be required to make under or in connection with this Agreement (including all indemnification payments required to be made to Buyer and all expenses incurred by the Agent in accordance with Article 2) shall be limited in the aggregate to a maximum of $5,000,000, and the Sellers’ cumulative liability shall in no event exceed such amount. (e) Without limiting the foregoing, any indemnification payments required to be made by any Seller hereunder, other than indemnification payments with respect to Adverse Consequences arising out of any breach by the Company or Sellers of a Fundamental Representation, shall be made exclusively from the portion of the Loan Purchase Price not advanced yet paid to Sellers hereunder, pursuant to the set off provisions set forth in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” Section 8.5 and collectively the “Future Tranches”) upon satisfaction Buyer shall have no recourse against any Seller or any of Seller’s affiliates, or against any of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount assets of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) Sellers or any of the then “as is” value Seller’s affiliates, in connection with any indemnification claim or any other claim of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leaseany nature. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition (a) An indemnification claim based upon Sections 6.1(b)(ii) or 6.1(h)(i) (other than due to the limitations set forth a breach of a representation or warranty contained in Section 2.01 aboveSections 2.2, the Loan 2.8, 2.9(c) (first sentence), 2.23, 2.24, 2.25, 2.26, 2.27 and 3.2 of this Agreement) shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) Such claims must be initiated by delivery of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than Loss Notice within two (2) additional Tranches (each a “Future Tranche” and collectively years following the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseClosing Date. (ii) All Future Tranches The Buyer Indemnified Parties may recover (A) only to the extent Buyer Losses in the aggregate have exceeded $100,000 (the “Threshold Amount”) (in each case, without regard to any qualifications or limitations regarding materiality or Material Adverse Effect contained in the applicable representation or warranty) and (B) only up to an aggregate amount of (x) $5,000,000 plus (y) amounts paid to Seller pursuant to Sections 1.4 and 1.5 of this Agreement (the “Maximum Amount”). After the aggregate of all such Buyer Losses suffered or incurred by the Buyer Indemnified Parties exceeds the Threshold Amount (in each case, without regard to any qualifications or limitations regarding materiality or Material Adverse Effect contained in the applicable representation or warranty), Seller and the Shareholder shall be advanced, if at all, obligated to indemnify the Buyer Indemnified Parties for all such Buyer Losses that are in excess of the Threshold Amount; provided that the Threshold Amount shall not later than July 9, 2012be counted as a claim applying against the Maximum Amount. (iii) The Borrower Seller Indemnified Parties may recover (A) only to the extent Seller Losses in the aggregate have exceeded the Threshold Amount and (B) only up to the Maximum Amount. After the aggregate of all such Seller Losses suffered or incurred by the Seller Indemnified Parties exceeds the Threshold Amount, Buyer shall enter into and execute an Interest Rate Protection Agreement (be obligated to indemnify the Seller Indemnified Parties for all such Seller Losses that are in excess of the Threshold Amount; provided that the Threshold Amount shall not be counted as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranchea claim applying against the Maximum Amount. (b) For an indemnification claim based upon Section 6.1(b)(i) or (iv) For each requested Future Trancheor Section 6.1(h)(iii), (iv) or (v), the Lender Buyer Indemnified Parties and the Seller Indemnified Parties, respectively, may require the Borrower recover only up to provide the Lender an amount which, together with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement any amounts recovered by such parties for the appraisal required as a condition precedent to claims addressed in Section 6.4(a), do not exceed the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05Maximum Amount.

Limitations. In addition Notwithstanding any other provision in this Article IX, Parent will be entitled to indemnification pursuant to this Article IX only to the limitations set forth in Section 2.01 above, extent that the Loan aggregate Indemnifiable Amounts (which shall be advanced subject determined for all purposes of this Article IX disregarding any qualification in any representation or warranty as to "materially" or "material" or "material adverse effect") exceed Five Hundred Thousand Dollars ($500,000) (the "THRESHOLD AMOUNT") PROVIDED THAT at such time as the amount to which Parent is entitled to be indemnified exceeds the Threshold Amount, Parent shall be entitled to be indemnified up to the following limitations: (a) On full Indemnifiable Amounts including the date Threshold Amount. For purposes of indemnification under this Agreement, each Parent Merger Share shall at all times be valued at the Borrower shall Parent Average Closing Price. The aggregate amount to which Parent will be eligible entitled to receive an advance (be indemnified pursuant to this Article IX will not exceed a dollar amount equal to the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) aggregate number of Escrow Shares held in escrow pursuant to the amount which would result terms of the Escrow Agreement valued at the Parent Average Closing Price per share, and the liability of any single stockholder for indemnification obligations pursuant to this Article IX shall be limited to such stockholder's PRO RATA share of any Indemnifiable Amounts based on the number of Escrow Shares deposited in a debt service coverage ratio escrow by such stockholder relative to the aggregate number of Escrow Shares and the aggregate liability of any single stockholder for indemnification obligations pursuant to this Article IX shall be equal to or greater than a dollar amount equal to the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under Parent Average Closing Price multiplied by the Master Lease (as hereinafter defined)aggregate number of Escrow Shares deposited in escrow by such stockholder; PROVIDED, as if such rents were being paid. (b) The Borrower HOWEVER, that there will be eligible to receive no limitation on the remaining portion obligations of the Loan not advanced any person for Indemnifiable Amounts arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any stockholder of INT'X.xxx for breaches of any representation or warranty contained in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction Letter of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseTransmittal delivered by such stockholder. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition The parties' rights to the limitations set forth in Section 2.01 above, the Loan shall be advanced indemnification pursuant to this Article IX are subject to the following limitations: (a) On All of the date representations and warranties contained in Articles III and IV shall survive the Closing and shall continue in full force and effect until the eighteen (18) month anniversary of this Agreementthe Closing Date; provided, that if at the Borrower stated expiration of any representation and warranty there shall be eligible pending any indemnification claim by an Indemnified Party, such Indemnified Party shall continue to receive an advance (have the “Initial Tranche”) not right to exceed seek such indemnification with respect to such claim notwithstanding such expiration. All covenants set forth in this Agreement shall survive the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidClosing without expiration. (b) The Borrower will Except as provided elsewhere herein, no Purchaser Warranty Claim may be eligible to receive made against Seller unless and until the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser sum of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); the aggregate of all Damages with respect to Purchaser Warranty Claims plus (ii) seventy percent the aggregate of all Damages with respect to "Purchaser Warranty Claims" under the YFC Purchase Agreement shall exceed $150,000 (70%) the "Purchaser's Threshold"), in which case Seller shall be required to pay or be liable only for Damages in excess of the then “as is” value Purchaser's Threshold. (c) No Seller Warranty Claim may be made against Purchaser unless and until the sum of (i) the aggregate of all Damages with respect to Seller Warranty Claims plus (ii) the aggregate of all Damages with respect to "Seller Warranty Claims" under the YFC Purchase Agreement shall exceed $150,000 (the "Seller's Threshold"), in which case Purchaser shall be required to pay or be liable only for Damages in excess of the Property; or Seller's Threshold. ASSET PURCHASE AGREEMENT (iiiYBL) EXECUTION VERSION (d) Seller's maximum aggregate liability to Purchaser for Purchaser Warranty Claims shall not exceed an amount which would result in a debt service coverage ratio equal to (i) $2,000,000 minus (ii) the aggregate of all Damages with respect to "Purchaser Warranty Claims" under the YFC Purchase Agreement. (e) Purchaser's maximum aggregate liability to Seller for Seller Warranty Claims shall not exceed an amount equal to (i) $2,000,000 minus (ii) the aggregate of all Damages with respect to "Seller Warranty Claims" under the YFC Purchase Agreement. (f) For purposes of this Article IX, in computing such individual or aggregate amounts of claims, the amount of each claim shall be deemed to be an amount (i) net of any tax benefit actually realized by the Indemnified Party or any Affiliate thereof by reason of the Damage which is the subject of such claim and (ii) net of any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Indemnified Party or any Affiliate from any third party with respect thereto. If such insurance proceeds or any indemnity, contribution or other similar payment is received by the Indemnified Party after the date on which the Indemnifying Party has paid such indemnification claim, the Indemnified Party shall, no later than five (5) days after the receipt of such insurance proceeds or any indemnity, contribution or other similar payment, reimburse the Indemnifying Party in an amount equal to such insurance proceeds or any indemnity, contribution or other similar payment (but in no event in an amount greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under Damages theretofore paid to the Master LeaseIndemnified Party by the Indemnifying Party). (iig) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into Each party hereto hereby acknowledges and execute an Interest Rate Protection Agreement (as hereinafter defined) agrees that its sole and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, exclusive remedy with respect to any and all post-Closing claims relating to the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 subject matter of this Agreement for the appraisal required as a condition precedent shall be pursuant to the Closingindemnification provisions set forth in this Article IX. In furtherance of the foregoing, each party hereto hereby waives, to the fullest extent permitted under applicable Law, any and all other post-Closing rights, remedies, claims and causes of action of any kind or nature it may have against the other parties hereto arising under or based upon any Law (including any such post-Closing rights, claims or causes of action arising under or based upon common law or otherwise). Each party hereto agrees that any and all post-Closing claims by it against any other party hereto arising out of or related to the breach of any representation, warranty, covenant or agreement contained herein shall be limited exclusively to claims made in accordance with, and subject to the limitations of, this Article IX and that such party's sole remedy shall be money damages. Notwithstanding anything the foregoing, each party acknowledges that the covenants of Section 10.2 are of the essence of this Agreement and that money damages will be difficult to calculate and may not provide adequate compensation in connection with an actual or threatened breach of such Section and that the provision of Section 10.2 are reasonable limitations and necessary to protect the business interests of the respective parties. Accordingly, the parties agree that they each shall be entitled to enforce by injunction or other equitable relief the due and proper performance and observance of the provisions of Section 10.2 and, in addition, shall be entitled to pursue any allowable remedies at law or equity, including the recovery of money damages. If any provisions of Section 10.2 shall for any reason be held to be excessively broad as to time, duration, geographic scope, activity or subject, it shall ASSET PURCHASE AGREEMENT (YBL) EXECUTION VERSION be enforceable to the maximum extent compatible with then-applicable laws. Finally, notwithstanding the provisions of this Section 9.3(g) or any other provisions contained herein to the contrary, if Purchaser and Seller shall have the requested Future Tranche is more than eighteen right to seek specific performance of the obligations of the other under Section 2.1 in addition to any other remedies it may have for money damages or otherwise at law or in equity. (18h) calendar months Notwithstanding anything herein to the contrary, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of any party hereto, after the Closing, to rescind this Agreement or any of the Transactions. (i) No party hereto shall have any liability under any provision of this Agreement for any Damages to the extent that such Damages relate to actions taken or not taken by any other party hereto or its Affiliates after the Closing Dateor by Northland Holdings or its Affiliates after April 8, 2004. In no event shall any party hereto be liable for consequential or punitive damages (except for (i) consequential or punitive damages paid or payable by an Indemnified Party to a third party and (ii) penalties under any Law). Each party hereto shall take all reasonable steps to mitigate all Damages upon and after becoming aware of any event which could reasonably be expected to give rise to such Damages indemnifiable by any other party hereto. (j) No Indemnifying Party's liability for fraud or willful misconduct shall be limited by the Borrower provisions of this Section 9.3. No Indemnifying Party shall provide the Lender with be liable to any Person hereunder for Damages attributable to such Person's fraud or willful misconduct. (k) Seller's liability for a new appraisal of the Property, which appraisal shall comply with all of the requirements breach of Section 2.053.9 (employee benefit matters) shall not be limited by the provisions of Section 9.3(b). (l) Notwithstanding any other provision of this Agreement, Purchaser acknowledges and agrees that it shall have no recourse to any member, manager, officer, employee or agent of Seller with respect to the indemnification obligations of Seller under this Article IX.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On The Buyer Indemnified Parties shall not be permitted to enforce any claim for indemnification pursuant to this Agreement until the date aggregate of this Agreementall Buyer Indemnified Parties' claims for indemnification exceed the amount of $15,000 (the "Buyer Threshold Amount"). Once claims in excess of the Buyer Threshold Amount have been asserted by the Buyer Indemnified Parties, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) total amount of the “as is” value of claims, including the Property; Buyer Threshold Amount, may be pursued or (iii) recovered against the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidSellers. (b) The Borrower will Seller Indemnified Parties shall not be eligible permitted to receive enforce any claim for indemnification pursuant to Sections 6.1(b)(i) and (ii) of this Agreement until the remaining portion aggregate of all Seller Indemnified Parties' claims for indemnification pursuant to such sections exceed the amount of $15,000 (the "Seller Threshold Amount"). Once claims in excess of the Loan not advanced in Seller Threshold Amount have been asserted by the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively Seller Indemnified Parties, the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal total amount of the lesser claims pursuant to such sections, including the Seller Threshold Amount, may be pursued or recovered against the Buyer; provided, however, that the maximum liability of the Buyer for indemnification pursuant to Sections 6.1(b)(i) and (iii) Ten Million of this Agreement shall in no event exceed Twenty Five Hundred Thousand and 00/100 Dollars ($10,500,000.0025,000); (ii. Nothing in this Section 6.2(b) seventy percent (70%) of shall limit the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal Seller Indemnified Parties' claims for indemnification pursuant to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseSection 6.1(b)(iii). (iic) All Future Tranches shall Claims for indemnification made under this Agreement may be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, made during the Lender may require period from the Borrower to provide Closing Date until the Lender with a new or updated appraisal first anniversary of the PropertyClosing Date; provided, which new or updated appraisal shall comply with all of the requirements of however, that claims pursuant to Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (186.1(b)(iii) calendar months may be made at any time after the Closing Date, . (d) The provisions of this Article Six shall be the Borrower shall provide the Lender with a new appraisal exclusive rights and remedies of the Property, which appraisal shall comply with all of the requirements of Section 2.05Buyer and Seller.

Limitations. In addition The Defending Party's obligations to indemnify the limitations set forth in Section 2.01 above, the Loan Asserting Party pursuant to this Article XIV shall be advanced subject to the following limitations: (a) On No indemnification shall be required to be made by the date Defending Party until the aggregate amount of this Agreementthe Asserting Party's Losses exceeds $100,000 (the "Deductible"), and then indemnification shall only be required to be made by the Defending Party to the extent of such Losses that exceed the Deductible; PROVIDED, HOWEVER, the Borrower Deductible shall not be eligible applicable to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); Seller's obligation to indemnify the Indemnified Purchaser Parties for Non-Assumed Liabilities, (ii) seventy percent (70%) of Purchaser's obligation to indemnify Seller, the “as is” value of General Partner, the Property; or Partnership and the Partners for Assumed Liabilities, (iii) Seller's obligation to indemnify the amount which would result in a debt service coverage ratio equal Indemnified Purchaser Parties pursuant to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter definedSection 14.01(b), as if such rents were being paid(iv) a breach by Seller of its representations set forth in Section 7.02, the first and second sentences of Section 7.03 and Section 7.14 or (v) Losses resulting from fraud. (b) The Borrower will be eligible All representations and warranties contained in this Agreement shall survive the Primary Closing until the second anniversary thereof; provided, however, that notwithstanding the foregoing, (x) the representations and warranties contained in Section 7.02, the first and second sentences of Section 7.03 and Section 8.02 shall survive the Primary Closing for an unlimited duration, (y) the representations and warranties contained in Sections 7.09 (as it may relate to receive Environmental Laws), 7.11 and 7.14 shall survive the remaining portion Primary Closing until the expiration of the Loan not advanced applicable statute of limitation, and (z) the representations and warranties contained in Section 7.07 shall in any event survive until the Initial Tranche Final Closing (the applicable period of survival being referred to as the "Survival Period"). To the extent a claim is made in not more than two (2) additional Tranches (each respect of a “Future Tranche” and collectively representation or warranty within the “Future Tranches”) upon satisfaction applicable Survival Period, such representation or warranty shall survive after the Survival Period for purposes of such claim until such claim is finally determined or settled. Each party shall be precluded from asserting claims against the following conditions: (i) The aggregate amount of all Tranches shall not exceed other party after the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leaseapplicable Survival Period. (iic) All Future Tranches Seller's liability to the Indemnified Purchaser Parties for indemnification pursuant to this Article XIV shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower limited to $2,500,000 and shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, be satisfied only from the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent funds held pursuant to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05Purchase Escrow Agreement.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On The Buyer Indemnified Parties shall not be permitted to enforce any claim for indemnification pursuant to this Agreement until the date aggregate of this Agreementall Buyer Indemnified Parties' claims for indemnification exceed the amount of $25,000 (the "Buyer Threshold Amount"). Once claims in excess of the Buyer Threshold Amount have been asserted by the Buyer Indemnified Parties, the Borrower total amount of the claims, including the Buyer Threshold Amount, may be pursued or recovered against the Sellers; provided, however, that the maximum liability of -------- ------- the Sellers for indemnification pursuant to this Agreement shall be eligible to receive an advance (the “Initial Tranche”) not to in no event exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidEscrow Amount. (b) The Borrower will Seller Indemnified Parties shall not be eligible permitted to receive enforce any claim for indemnification pursuant to Sections 6.1(b)(i) and (ii) of this Agreement until the remaining portion aggregate of all Seller Indemnified Parties' claims for indemnification pursuant to such sections exceed the amount of $25,000 (the "Seller Threshold Amount"). Once claims in excess of the Loan not advanced in Seller Threshold Amount have been asserted by the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively Seller Indemnified Parties, the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal total amount of the lesser claims pursuant to such sections, including the Seller Threshold Amount, may be pursued or recovered against the Buyer; provided, however, that the maximum -------- ------- liability of the Buyer for indemnification pursuant to Sections 6.1(b)(i) and (iii) Ten Million Five of this Agreement shall in no event exceed Two Hundred Thousand and 00/100 Dollars ($10,500,000.00200,000); (ii. Nothing in this Section 6.2(b) seventy percent (70%) of shall limit the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal Seller Indemnified Parties' claims for indemnification pursuant to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseSection 6.1(b)(iii). (iic) All Future Tranches shall Claims for indemnification made under this Agreement may be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, made during the Lender may require period from the Borrower to provide Closing Date until the Lender with a new or updated appraisal first anniversary of the PropertyClosing Date; provided, which new or updated appraisal shall comply with all of the requirements of however, that claims pursuant to Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (186.1(b)(iii) calendar months may be made -------- ------- at any time after the Closing Date, . (d) The provisions of this Article Six shall be the Borrower shall provide the Lender with a new appraisal exclusive rights and remedies of the Property, which appraisal shall comply with all of the requirements of Section 2.05Buyer and Seller.

Limitations. In (a) Absent fraud, each of Seller and Stockholders shall not be required to indemnify the Buyer Indemnified Parties under Section 8.3(a) (excluding Claims which are also Retained Liabilities in addition to arising from breaches of representations, warranties or covenants), until the limitations set forth Indemnifiable Damages incurred individually or in the aggregate, exceed $200,000 (the “Hurdle Amount”), at which point such indemnifying party or parties shall, subject to Section 2.01 above8.2(c) Section 8.6, be responsible for all such Indemnifiable Damages that may arise in excess of the Loan Hurdle Amount; and provided that such Indemnifiable Damages shall accumulate until such time as they exceed the Hurdle Amount, whereupon the party or parties to be indemnified shall be advanced entitled, subject to Section 8.2(b) and Section 8.6, to seek indemnification for the full amount of such Indemnifiable Damages in excess of the Hurdle Amount. Notwithstanding the foregoing, no Claim for Indemnifiable Damages shall be asserted pursuant to Section 8.3(a) or Section 8.3(b), unless the amount of such Claim (or series of Claims arising from the same or substantially similar facts or circumstances), but excluding Claims which are also Retained Liabilities in addition to arising from breaches of representations, warranties or covenants, equals or exceeds $10,000, in which case the entire Claim may be asserted subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result other limitations in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidSection 8.2. (b) The Borrower will [Reserved.] (c) Absent fraud, Seller and Stockholders shall not be eligible required to receive indemnify the remaining portion Buyer Indemnified Parties under Section 8.3(a) or Section 8.3(b) for any amount of Indemnifiable Damages thereunder incurred which in aggregate exceed eight million and 00/100 dollars ($8,000,000); in addition, Stockholders shall not be required to indemnify the Buyer Indemnified Parties under Section 8.3(a) or Section 8.3(b) for any amount of Indemnifiable Damages incurred thereunder in excess of distributions of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent Purchase Price to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months individual Stockholders on or after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2 and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3 unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 1.5% of the Purchase Price (the “Indemnity Threshold”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to seek recovery for all Losses from the first dollar. (b) Notwithstanding anything to the contrary contained in this Agreement, the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall have no right to indemnification for any Losses for which the Purchaser Indemnified Parties would otherwise be entitled pursuant to Section 7.2(a) or the Seller Indemnified Parties are entitled pursuant to Section 7.3(a), as applicable, with respect to, and the amount of Losses for purposes of determining whether the Indemnity Threshold has been reached shall exclude, any Losses attributable to any individual claim (or series of claims arising from the same events, facts or circumstances) that would otherwise be indemnifiable under Section 7.2(a) or Section 7.3(a), as applicable, unless such Losses exceed $50,000 (including the costs of investigation and defense thereof, including attorneys’ fees, experts’ fees and other disbursements), whereupon, subject to the terms, conditions and limitations set forth in this Agreement (including the Indemnity Threshold), the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be indemnified for such Losses from the first dollar. (c) Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate liability of Seller (i) under this Article VII for Losses indemnified under Section 7.2 resulting or arising from or relating to any inaccuracy in or breach of any of the Surviving Representations made by Seller in this Agreement or in any certificate or instrument delivered by or on behalf of Seller with respect to a Surviving Representation pursuant to this Agreement shall not exceed 10.0% of the Purchase Price and (ii) under this Article VII and Article VIII shall not exceed the amount of the Purchase Price, except, in the case of each of clauses (i) and (ii), (A) in the case of actual and intentional fraud on the part of Seller in connection with the transactions contemplated by this Agreement or (B) with respect to any liability for Taxes described in clause (b) of the definition of “Covered Taxes”. The maximum aggregate liability of Purchaser under this Article VII shall not exceed the amount of the Purchase Price except in the case of actual and intentional fraud on the part of Purchaser in connection with the transaction contemplated by this Agreement. (d) Seller shall not be liable for any Losses pursuant to Section 7.2(b) in respect of any breach by Seller (i) that gave rise to the condition in Section 6.1(d) failing to be satisfied and (ii) of which Purchaser had Knowledge prior to the Closing. (e) Notwithstanding the foregoing, the limitations set forth in Section 2.01 aboveSections 7.5(a) and 7.5(b) shall not apply to Losses in respect of Taxes. (f) In no event shall any Indemnifying Party be liable to any Indemnified Party for any consequential, the Loan incidental, indirect, special or punitive damages of such other Party, or loss of future revenue, income or profits, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (g) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be advanced subject Losses indemnified hereunder. (h) Notwithstanding anything to the following limitations: (a) On the date of contrary in this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand Seller makes no representation or warranty with respect to, and 00/100 Dollars nothing contained in this Agreement or in any other Transaction Agreement, document or instrument to be delivered in connection with the transactions contemplated hereby and thereby is intended or shall be construed to be a representation or warranty ($8,500,000.00); express or implied) of Seller, for any purpose of this Agreement or any other Transaction Agreement, document or instrument to be delivered in connection with the transactions contemplated hereby or thereby, and (ii) seventy percent Purchaser Indemnified Parties shall have no right to indemnification for any Losses for which the Purchaser Indemnified Parties would otherwise be entitled pursuant to Section 7.2, in each case, with respect to (70%A) reserves for incurred but not reported losses of the “as is” value Company, (B) the adequacy or sufficiency of the Property; reserves of the Company or (iiiC) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion effect of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction adequacy or sufficiency of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount reserves of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then Company on any “as isline item” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to asset, liability or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leaseequity amount. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition The rights of the Buyer Indemnified Parties to indemnification pursuant to the limitations set forth in Section 2.01 above, the Loan shall be advanced provisions of this Article VIII are subject to the following limitations: (a) On Sellers shall have no obligation to indemnify any Buyer Indemnified Parties pursuant to Section 8.2(a)(i), (i) for any Loss that does not, together with all Losses or series of related Losses arising from a common or similar set of circumstances, events or facts, exceed $10,000 and (ii) unless and until the date aggregate amount of this Agreement, all Losses (other than those Losses referred to in the Borrower shall foregoing clause (i)) suffered or incurred by all Buyer Indemnified Parties which would otherwise be eligible subject to receive an advance indemnification hereunder exceeds $1,570,400 (the “Initial TrancheDeductible”), at which time such Buyer Indemnified Parties shall be entitled, subject to the terms and conditions of this Article VIII (including the limitations on indemnification set forth herein), to be indemnified against all Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to indemnification for Losses arising from any breach of any of the Fundamental Representations or claims based on Fraud. (b) Notwithstanding anything to the contrary in this Article VIII, the maximum amount of Losses for which the Buyer Indemnified Parties shall be entitled to indemnification from Sellers pursuant to Section 8.2(a)(i) shall not exceed, in the aggregate, $29,445,000 (the “Cap”); provided, however, that the Cap shall not apply to exceed indemnification for Losses arising from any breach of any of the lesser of: Fundamental Representations, for which the maximum amount of Losses for which the Buyer Indemnified Parties shall be entitled to indemnification from Sellers pursuant to Section 8.2(a)(i) shall not exceed, in the aggregate, the Purchase Price, or claims based on Fraud. (c) Any indemnification of the Buyer Indemnified Parties pursuant to Section 8.2(a) shall be (i) Eight Million Five Hundred Thousand first satisfied from the Indemnity Escrow Account and 00/100 Dollars ($8,500,000.00); (ii) seventy percent to the extent the amount of Losses exceeds the amounts available to the Buyer Indemnified Party in the Indemnity Escrow Account, paid by Sellers in immediately available funds directly to the applicable Buyer Indemnified Parties. (70%d) Notwithstanding anything to the contrary herein, (i) the Buyer Indemnified Parties shall not be entitled to indemnification under this Agreement with respect to any Losses to the extent that such Losses were actually taken into consideration in the calculation of the “as is” value Final Closing Date Net Working Capital and (ii) all Losses under this Agreement shall be determined without duplication of recovery by reason of the Property; state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement. (e) Payments by Sellers pursuant to Section 8.2(a) in respect of any Loss shall be limited to the amount of any Loss that remains after deducting therefrom any insurance proceeds actually received by any Buyer Indemnified Party with respect to such Loss, less (i) the cost and expense of pursuing such insurance recovery, (ii) the deductible associated therewith, and (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if of all retro-premium obligations and reasonably anticipated premium increases resulting from such rents were being paidrecovery. (bf) The Borrower will Buyer Indemnified Parties shall not be eligible entitled to receive indemnification otherwise available under Section 8.2 with respect to any Losses arising under Environmental Laws or otherwise with respect to Hazardous Materials to the remaining portion extent that they arise as a result of the Loan not advanced or in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: connection with (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00)any post-Closing disclosure or reporting to any Governmental Authority or other third-party unless affirmatively required by any Environmental Law; (ii) seventy percent any environmental conditions or Releases of Hazardous Materials discovered or found by post-Closing testing or sampling unless such testing or sampling is affirmatively required by any Environmental Law or any Environmental Permit; (70%iii) any closure or cessation in whole or in part of operations of the Business after Closing, except to the extent any such Losses are wholly attributable to pre-Closing Releases; (iv) any contribution to or exacerbation of any environmental conditions or Release of any Hazardous Material to the extent occurring after Closing; or (v) any Response Action at any property or facility of the Business unless such Response Action is affirmatively required by Environmental Law and incorporates commercially reasonable efforts to mitigate the costs of such Response Action, including employing the lowest cost measures to achieve the minimum standards allowed under applicable Environmental Law and applicable to industrial use, including, when appropriate, use of risk-based remedies and engineering and institutional controls and deed restrictions that do not unreasonably prevent any material uses of the relevant property or facility of the Business occurring as of the Closing Date (and Buyer Indemnified Parties must cooperate in the execution and filing of any such documents as may be necessary to implement such restrictions and controls). If any Response Action is affirmatively required by Environmental Law, subject to the indemnification set forth in Section 8.2(a), then the Sellers shall have the right, in their sole discretion, to control and conduct, at Sellers’ sole cost and expense, any such Response Action and any related communications with Governmental Authorities or third parties; provided that the Sellers shall provide the Buyer with a reasonable opportunity to review and comment on any proposed Response Action prior to implementation and final drafts of material documents prepared for submission to any Governmental Authority prior to submittal, and the Buyer Indemnified Parties will provide all reasonable access to all of the Business’s properties, facilities, books and records as the Sellers and their agents may reasonably request to complete such Response Action, including use of any wastewater treatment systems and utilities located at any such properties (subject to reimbursement by the Sellers for the reasonable pro rata costs of the Sellers' usage of such systems and utilities). For the avoidance of doubt, if Buyer is solely responsible, under this Agreement, for any Response Action, then Buyer, in its sole discretion, shall control and conduct such Response Action and any related communications with Governmental Authorities or third parties. Buyer Indemnified Parties shall not withdraw or use groundwater for potable purposes or use in any process at any properties operated by the Business, except to the extent such withdrawals are occurring as of Closing. If natural attenuation of a Release is allowed under applicable Environmental Laws for continued industrial use of any properties or facilities operated by the Business as occurring as of Closing, Sellers shall not be liable under Section 8.2 for any further environmental monitoring, reporting, engineering control maintenance or similar obligations with respect to any such Release, except to the extent necessary to respond to a third-party claim or assertion by a Governmental Authority in writing that natural attenuation is not acceptable under applicable Environmental Law. (g) The limitations set forth on Schedule 2.4(l) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseDisclosure Letter. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On The maximum liability of each Seller under Section 8.2(a) and the maximum liability of the Purchaser under Section 8.3 shall, with respect to each, not exceed the Purchase Price payable to Sellers pursuant to Section 2.3 less, in the case of each of the Sellers, any amounts recovered under the Special Policy with respect to the applicable claim (the “Indemnity Amount”). For the purposes of calculating the Indemnity Amount, all indemnification payments actually made to the Purchaser Indemnified Parties (whether for breaches of representations and warranties or otherwise) prior to or on the date of this Agreement, the Borrower such calculation shall be eligible to receive an advance (combined and if the “Initial Tranche”) not to exceed aggregate amount of such indemnification payments exceeds the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of applicable Indemnity Amount, no further indemnification claims by the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidPurchaser Indemnified Parties shall be permitted. (b) The Borrower will be eligible obligations of an Indemnifying Party to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2defend and hold harmless an Indemnified Party pursuant to Section 8.2(a) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement Section 8.3 (as hereinafter definedthe case may be) will terminate when the applicable representation, warranty, covenant or agreement expires pursuant to Section 8.1. As such and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding notwithstanding anything contained herein to the contrary, an Indemnified Party must give notice to the relevant Indemnifying Party of any claim for indemnification with respect thereto under this Article VIII in writing setting forth the specific claim and the basis therefor in reasonable detail prior to such date (if then known); provided, however, that as to Sections 8.2 and 8.3, such obligations to indemnify, defend and hold harmless will not terminate with respect to any individual item as to which an Indemnified Party shall have, before the requested Future Tranche expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim, if then known) to the applicable Indemnifying Party, according to the method of asserting claims established in Section 8.5. (c) An Indemnified Party shall use all commercially reasonable efforts to mitigate its Losses hereunder. Any Losses shall be computed net of any insurance proceeds (net of direct collection expenses, self-insurance costs, premiums and deductibles) actually received by the Indemnified Party on account of such Losses. For the purposes of calculating the amount of Losses hereunder, any materiality, “Business Material Adverse Effect,” “materiality” or similar qualifications shall be disregarded. (d) In the event any Group Company suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in or breach or alleged breach of any representation, warranty, covenant or obligation, then the Purchaser shall also be deemed, by virtue of its ownership of the Company Shares, to have incurred Losses as a result of and in connection with such inaccuracy or breach; provided, however, that the Purchaser Indemnified Parties shall only be able to recover any Loss once and, in the event the Purchaser has recovered for such Loss, or such Loss is more than eighteen (18) calendar months after specifically reflected in calculations set forth on the Closing DateFinal Statement, pursuant to Section 2.4, the Borrower Purchaser shall provide not be entitled to recover again for such Loss. (e) This Article VIII shall not apply to matters with respect to which an adjustment to the Lender with a new appraisal Purchase Price is provided under Section 2.4; provided, however, that this Section 8.4(e) shall not affect the Purchaser’s right to indemnification for breaches of any representations, warranties, covenants (other than the Propertycovenants in Section 6.1(b)(i) and Section 6.13), which appraisal shall comply with all of the requirements of Section 2.05or agreements in this Agreement or any Transaction Document.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of As used in this AgreementArticle 11, the Borrower shall be eligible to receive an advance (the term “Initial Tranche”) Losses” include only losses actually paid or incurred and does not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; include any amounts recovered from any surety, insurance carrier, or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidthird party obligor. (b) [The Borrower will be eligible to receive the remaining portion liability of the Loan Shareholders under Section 11.1 shall be several (not advanced joint and several) in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions:accordance with their respective Pro Rata Shares as set forth on Schedule 11.4.] (ic) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if (i) Seller and Shareholders shall not be required to make any indemnification payment pursuant to Section 11.1(a) of this Agreement with respect to Losses until the requested Future Tranche is more than eighteen aggregate of all Losses exceed Dollars (18$.00), and then only for the amount by which the aggregate of all Losses exceeds such amount; provided, however, that the limitation in this subsection (i) calendar months after shall not apply to Losses arising under Section 11.1(a) with respect to the Closing Date, the Borrower shall provide the Lender with a new appraisal breach of the Propertyrepresentations and warranties in Sections , which appraisal [(ii) in no event shall comply with all Seller be required to make indemnification payments pursuant to Section 11.1(a) in the aggregate exceeding the amount of the requirements Purchase Price,and (iii) in no event shall any Shareholder be required to make indemnification payments pursuant to Section 11.1(a) in the aggregate exceeding the amount of Section 2.05such Shareholder’s Pro Rata Share of the Purchase Price.] In the event the Seller or any Shareholder fails to pay Purchaser an indemnity amount owed hereunder, Seller or such Shareholder shall pay Purchaser any costs (including reasonable attorney’s fees) incurred by Purchaser in collecting such indemnity payments, and such payment obligation shall be in addition to the maximum amounts owed under subsections (ii) or (iii) above. (d) Notwithstanding anything contained herein to the contrary, to the extent that a Loss arises from a breach of a representation or covenant which pertains solely to a particular Shareholder (and not the Seller in general), only Seller and the breaching Shareholder shall be liable to Purchaser for Losses resulting from such breach (subject to the other limitations contained herein).

Limitations. In addition The parties acknowledge and agree that Purchaser shall have the right to repair automobiles sold and/or serviced by Corporation to correct miscellaneous customer complaints that Purchaser determines in Purchaser's reasonable judgment are an obligation of Corporation provided that the limitations set forth in Section 2.01 above, total of all such repairs without Seller's prior approval shall not exceed the Loan shall be advanced subject to the following limitations: sum of TWO THOUSAND FIVE HUNDRED DOLLARS (a) On the date $2,500). Notwithstanding any other provision of this Agreement, Seller shall not be liable to Purchaser for breach of, or failure to perform any, warranty, representation, or covenant made by Seller or Corporation in this Agreement, or under any of their indemnities in this Agreement, until the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars Purchaser has suffered Adverse Consequences by reason of all such breaches in excess of a TEN THOUSAND DOLLARS ($8,500,000.00); 10,000) aggregate deductible (ii) seventy percent (70%) of after which point the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower Seller will be eligible obligated only to receive indemnify the remaining portion Purchaser from and against further such Adverse Consequences to the extent the Adverse Consequences the Purchaser has suffered by reason of all such breaches do not exceed a TWO HUNDRED THOUSAND DOLLARS ($200,000) aggregate ceiling, which aggregate ceiling is over and above the Loan not advanced TWO HUNDRED THOUSAND DOLLARS ($200,000) held in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” Reserve Account pursuant to Section 3.6 herein above, after which point the Seller will have no obligation to indemnify the Purchaser from and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of against further such Adverse Consequences). "Adverse Consequences" means all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand actions, suits, proceedings, hearings, investigations, finance, warranty or factory receivables chargebacks, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, liabilities, obligations, taxes, liens, losses, expenses, and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leasefees, including court costs and reasonable attorneys' fees and expenses. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible Except with respect to receive an advance (the “Initial Tranche”) not to exceed the lesser of: claims (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); based on fraud, criminal activity, intentional misrepresentation or intentional misconduct, or (ii) seventy percent (70%) made pursuant to Article VIII, and subject to Section 10.13, the rights of the “as is” value Indemnified Parties under this Article VI shall be the sole and exclusive remedies of the Property; Indemnified Parties with respect to claims resulting from or (iii) the amount which would result relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidthis Agreement. (b) The Borrower will be eligible Notwithstanding anything to receive the remaining portion of the Loan not advanced contrary contained in the Initial Tranche in not more than two (2) additional Tranches (this Agreement, each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditionslimitations shall apply: (i) The Parent and Seller shall not be required to indemnify Buyer Indemnitees with respect to any claim for indemnification pursuant to Section 6.1(a) unless and until the aggregate amount of all Tranches claims for indemnification under Section 6.1(a) exceeds $400,000, at which point Buyer Indemnitees shall be entitled to indemnification only for the amount by which such claims exceed such $400,000 amount. After the aggregate amount of all claims exceeds $400,000, claims may be asserted regardless of amount. The limitations contained in this Section 6.5(b)(i) shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal apply with respect to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leaseclaims for indemnification relating to Section 2.7. (ii) All Future Tranches The aggregate liability of Parent and Seller for monetary Damages with respect to claims for indemnification pursuant to Section 6.1(a) shall be advancednot exceed $10,000,000, if at allsubject, however, to the other provisions of this Section 6.5. The limitations contained in this Section 6.5(b)(ii) shall not later than July 9, 2012apply with respect to claims for indemnification relating to Section 2.7. (iii) The Borrower Buyer shall enter into not be required to indemnify the Seller Indemnitees with respect to any claim for indemnification pursuant to Section 6.2(a) unless and execute an Interest Rate Protection Agreement (as hereinafter defineduntil the aggregate amount of all claims for indemnification under Section 6.2(a) and exceeds $400,000, at which point, the Seller Indemnitees shall be entitled to indemnification only for the amount by which such additional documentation as is necessary thereto for each Future Trancheclaims exceed such $400,000 amount. After the aggregate amount of all claims exceeds $400,000, claims may be asserted regardless of amount. (iv) For each requested Future TrancheThe aggregate liability of Buyer for monetary Damages under this Agreement shall not exceed $10,000,000. (c) Neither Parent nor Seller shall have any right of contribution against the Company or the Subsidiary with respect to any breach by Seller or Parent of any of their representations, warranties, covenants or agreements. (d) The amount of any Damages for which indemnification is provided under this Article VI shall be reduced by any related recoveries that the Lender may require Indemnified Party actually receives pursuant to any insurance policies or other related payments actually received from non-Affiliate third parties and any Tax benefits actually received by the Borrower to provide the Lender with a new Indemnified Party or updated appraisal any of its Affiliates within one year of the Property, which new or updated appraisal shall comply with all date such Damages were paid on account of the requirements payment of Section 2.05 of this Agreement for the appraisal required as a condition precedent such Damages. (e) Notwithstanding anything to the Closing. Notwithstanding anything contained herein contrary in this Agreement, Buyer shall not be entitled to make any claim for indemnification with respect to any matter to the contraryextent the Base Purchase Price (as the same may have been adjusted pursuant to Section 1.5) has been adjusted to reflect such matter pursuant to Section 1.4 and the amount of any Damages for which indemnification is provided under this Article VI shall be calculated net of any accruals, if reserves or provisions reflected in the requested Future Tranche is more than eighteen (18) calendar months after Final Closing Date Balance Sheet that relate to the Closing Date, the Borrower shall provide the Lender with a new appraisal nature of the claim from which such Damages arose. By way of illustration, this shall mean that, subject to the other provisions herein, Seller shall be responsible for, and Buyer may make, a claim relating to accounts receivable only after indemnifiable Damages relating to accounts receivable exceed the reserve for doubtful accounts reflected in the Final Closing Date Balance Sheet; however, such reserve for doubtful accounts shall not affect Seller's responsibility for, or Buyer's ability to make, any claim for indemnifiable Damages relating to, for example, Intellectual Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition to the limitations set forth in Seller’s obligations under Section 2.01 above, the Loan 10.1(a) shall be advanced subject to the following limitations: (ai) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: Seller will have no liability for Losses under clause (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (iiof Section 10.1(a) seventy percent (70%) of unless the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches Losses thereunder for which Seller would be liable exceeds Five Million Dollars ($5,000,000), in which case Seller would be liable only for the amount of Losses in excess of Five Million Dollars ($5,000,000); provided, however, that the limitation set forth in this Section 10.1(b)(i) shall not exceed apply to the original principal extent such Losses result from any inaccuracy or breach of a Fundamental Polycom Representation or the Specified Representation; (ii) Seller will have no liability for Losses under clause (i) and clause (vi) of Section 10.1(a) to the extent the aggregate amount of all such Losses for which Seller would otherwise be required to provide indemnification exceeds, on a cumulative basis, an amount equal to the then-remaining General Escrow Assets, which General Escrow Assets shall be the sole and exclusive source of recovery available to the Buyer Indemnified Parties under this Agreement with respect to Losses under clause (i) and clause (vi) of Section 10.1(a); provided, however, that the limitation set forth in this Section 10.1(b)(ii) shall not apply to the extent such Losses result from any inaccuracy or breach of a Fundamental Polycom Representation or the Specified Representation; (iii) Seller will have no liability for Losses under clause (vii) of Section 10.1(a) to the extent the aggregate amount of all such Losses for which Seller would otherwise be required to provide indemnification exceeds, on a cumulative basis, (x) the then-remaining L&R Matters Escrow Amount plus (y) the lesser of (iI) Ten Twenty Five Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii25,000,000) seventy percent (70%) of from the then “as is” value of the Property; General Escrow Assets or (iiiII) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche.then-remaining General Escrow Assets; (iv) For each requested Future TrancheSeller will have no liability for Losses under (A) clause (i) of Section 10.1(a), including to the Lender may require extent such Losses result from any inaccuracy or breach of a Fundamental Polycom Representation or the Borrower Specified Representation, and (B) clause (v) of Section 10.1(a) that exceed, on a cumulative basis, an amount equal to the net proceeds actually received by Seller; (v) the obligation of Seller to indemnify the Buyer Indemnified Parties against any Losses under Section 10.1(a) shall be reduced (on a dollar-for-dollar basis) by the amount of any reserve, provision or allowance (in the form of an accrued Current Liability or an offset to a Current Asset) that was included in the calculation of the Final Adjusted Net Working Capital Amount as set forth on the Final Closing Statement relating specifically to the matter for which Seller would otherwise be required to provide such indemnification; (vi) the Lender obligation of Seller to indemnify the Buyer Indemnified Parties for Losses under Section 10.1(a) shall be reduced (A) by the amount of any indemnification payment actually received by the Buyer Indemnified Parties from any third party in respect of such Losses; (B) by the amount of any insurance proceeds actually received by the Buyer Indemnified Parties from any third party insurer (including the R&W Insurance Provider under the R&W Insurance Policy as set forth in Section 10.5) with respect to such Losses, in each case, net of any deductibles or other costs and expenses (including any increase in insurance premiums that has occurred or is reasonably likely to occur as a new result of such claim, whether by retrospective or updated appraisal retroactive premium adjustments or otherwise, giving effect to the present value of any such premium increase over the Propertyperiod for which it is reasonably anticipated to be effective) incurred by such Buyer Indemnified Parties in procuring such recovery; and (C) with respect to claims satisfied from the Special Escrow Account or General Escrow Account, by the amount of any net Tax benefits actually realized (calculated on an “with and without” basis) as a reduction in cash Taxes paid by the Buyer Indemnified Parties arising from such Loss in the taxable year in which new such Loss was sustained or updated appraisal in the taxable year following the year in which such Loss was sustained (it being understood that this clause (C) shall comply apply only with all respect to any claim or claims aggregating to at least $5,000,000 in a calendar year); provided, however, that if Seller pays to any Buyer Indemnified Party an amount in respect of Losses and the requirements Buyer Indemnified Parties thereafter receive from a third party (including the R&W Insurance Provider under the R&W Insurance Policy as set forth in Section 10.5) a sum in respect of such Losses, then Buyer shall promptly tender to Seller an amount equal to the lesser of such sum and the amount that Seller paid in respect of such Losses; and (vii) Seller shall not have any liability for Losses under clause (i) and clause (vi) of Section 2.05 of this Agreement for 10.1(a) following the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche date that is more than eighteen (18) calendar months after the Closing DateClosing; provided, the Borrower however, that (A) there shall provide the Lender with a new appraisal be no time limitation on any claim for inaccuracy or breach of any Fundamental Polycom Representation; (B) claims for breach of the Property, which appraisal Specified Representation and Indemnified Taxes shall comply with all survive the Closing until the date that is sixty (60) days after the expiration of the requirements applicable statute of limitations; and (C) a Buyer Indemnified Party shall preserve its right to pursue a claim under clause (i) and clause (vi) of Section 2.0510.1(a) with respect to a particular breach if such Buyer Indemnified Party delivers a notice that constitutes an Indemnification Notice (as defined below), but only with respect to the breach, and the underlying facts and circumstances of such breach, described in such Indemnification Notice. For the avoidance of doubt, Seller’s indemnification obligations with respect to clauses (ii), (iii), (iv) and (v) of Section 10.1(a) shall not expire, and Seller’s indemnification obligations with respect to clause (vii) of Section 10.1(a) shall expire upon the L&R Matters Completion Date except that a Buyer Indemnified Party shall preserve its right to pursue a claim under clause (vii) of Section 10.1(a) with respect to a matter if such Buyer Indemnified Party delivers a notice that constitutes an Indemnification Notice, but only with respect to the matter, and the underlying facts and circumstances of such matter, described in such Indemnification Notice.

Limitations. In addition (a) The liability of the Unaffiliated Stockholders for Indemnifiable Losses under this Article VII shall be satisfied solely by deduction and set-off of amounts which may otherwise be payable to the limitations set forth Unaffiliated Stockholders in Section 2.01 above, connection with the Loan achievement of the FDA Milestone (as defined in the FDA Milestone CVR Agreement and the Unaccredited CVR Agreement). The right of Parent to set-off such liability herein shall be advanced the sole and exclusive remedy of the Parent Indemnitees after the Closing with respect to this Article VII; provided, that Parent may seek equitable relief, including the remedies of specific performance and injunction, with respect to the breach of any covenant or agreement to be performed by the Company. (b) (ii)No claim may be made by any Parent Indemnitee for indemnification pursuant to this Article VII unless and until (A) the amount of Indemnifiable Losses related to any individual claim exceeds $150,000 (provided that such claims shall be aggregated for the purposes of determining whether the Deductible has been reached); and (B) the aggregate amount of Indemnifiable Losses exceeds an amount equal to $1,000,000 (the “Deductible”), at which point the Unaffiliated Stockholders shall be liable for only those Indemnifiable Losses in excess of the Deductible. (c) The indemnification obligations of the Unaffiliated Stockholders under this Agreement are subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount FDA Milestone Payment payable to Unaffiliated Stockholders shall serve as the sole and exclusive source of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00)funding for any Indemnifiable Losses under this Agreement; (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease.and (ii) All Future Tranches The Unaffiliated Stockholders shall not be advanced, if at all, not later than July 9, 2012required to indemnify any Parent Indemnitees for amounts in the aggregate in excess of an amount equal to $16,000,000. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On The obligations of the date of this AgreementMove Action Shareholders and the Company under Section 5.01 and Section 5.02 shall expire in two (2) years from the Closing Date, the Borrower shall be eligible except with respect to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand an indemnification claim asserted in accordance with the provisions of this Article V which remains unresolved, for which the obligation to indemnify shall continue until such claim is resolved; and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of resolved claims for which payment has not yet been paid to the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidIndemnified Party. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches Losses for which each of the Move Action Shareholders shall not be liable pursuant to Section 5.01 shall in no event exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; Move Action Shares such Move Action Shareholder transferred to the Company. Notwithstanding the provisions of Section 5.01, if and to the extent the Move Action Shares are validly transferred by any of the Move Action Shareholders to the Company pursuant to the provisions of Article II of this Agreement, such Move Action Shareholder shall not be required to indemnify any of the Company Indemnified Parties for any Losses incurred or (iii) an amount which would sustained by any of the Company Indemnified Parties as a result of or in a debt service coverage ratio equal to connection with any breach, inaccuracy or greater than nonfulfillment or the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under alleged breach, inaccuracy or nonfulfillment of any of the Master Leaserepresentations and warranties of such Move Action Shareholder contained herein. (iic) All Future Tranches Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be advancedreasonably expected to, if at allor does, not later than July 9give rise thereto, 2012including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (iiid) The Borrower Move Action Shareholders shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto not be liable under the provisions of this for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new any Losses based upon or updated appraisal arising out of any inaccuracy in or breach of any of the Property, which new representations or updated appraisal shall comply with all warranties of the requirements Move Action Shareholders contained herein if any of Section 2.05 the Company Indemnified Parties had knowledge of this Agreement for the appraisal required as a condition precedent or could have known such inaccuracy or breach prior to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the following limitations shall apply: (a) Seller will not be required to indemnify Buyer under Section 9.02(a)(i) (other than Damages incurred as a result of any inaccuracy or breach of any representation or warranty contained in Sections 6.02 [Authority; Binding Nature], 6.05 [Title to Purchased Assets], 6.10 [[*]] or 6.11 [Brokers], or attributable to fraud or intentional misconduct, as to which this Section 9.03(a) shall not apply), except to the extent that the cumulative amount of the Damages under Section 9.02(a)(i) incurred by the Buyer Indemnified Parties exceeds One Million U.S. Dollars (U.S. $1,000,000) (the “Basket Amount”) at which point Seller will be required to pay, and will have Liability for, the cumulative amount of the Damages under Section 9.02(a)(i) incurred by the Buyer Indemnified Parties. (b) Buyer will not be required to indemnify Seller under Section 9.02(b)(i) (other than Damages incurred as a result of any inaccuracy or breach of any representation or warranty contained in Sections 7.02 [Authority; Binding Nature] or 7.05 [Brokers], or attributable to fraud or intentional misconduct, as to which this Section 9.03(b) shall not apply) except to the extent that the cumulative amount of the Damages under Section 9.02(b)(i) incurred by the Seller Indemnified Parties exceeds the Basket Amount at which point Buyer will be required to pay, and will have Liability for, the cumulative amount of the Damages under Section 9.02(b)(i) incurred by the Seller Indemnified Parties. (c) In addition no event shall the aggregate out-of-pocket Liability of Seller for any Damages pursuant to Sections 9.02(a)(i), 9.02(a)(vii) and 9.02(a)(viii) exceed Twenty Million U.S. Dollars (U.S. $20,000,000) (the “Cap”); provided, that Damages incurred as a result of any inaccuracy or breach of any representation or warranty contained in Sections 6.02 [Authority; Binding Nature], 6.05 [Title to Purchased Assets], 6.10 [[*]], or 6.11 [Brokers] shall not exceed the Purchase Price; provided, further, that the limitations set forth in this Section 2.01 above9.03(c) shall not apply to Damages attributable to fraud or, in the Loan case of Section 9.02(a)(i), intentional misconduct. (d) In no event shall be advanced subject the aggregate out-of-pocket Liability of Buyer for any Damages pursuant to Sections 9.02(b)(i), 9.02(b)(iv) and 9.02(b)(v) (other than Damages incurred as a result of any inaccuracy or breach of any representation or warranty contained in or attributable to fraud or intentional misconduct, as to which this Section 9.03(d) shall not apply) exceed the Cap; provided, that Damages incurred as a result of any inaccuracy or breach of any representation or warranty contained in Sections 7.02 [Authority; Binding Nature] or 7.05 [Brokers] shall not exceed the Purchase Price; provided, further, that the limitations set forth in this Section 9.03(d) shall not apply to Damages attributable to fraud or, in the case of Section 9.02(b)(i), intentional misconduct. (e) In no event shall Seller or Buyer have any Liability under Section 9.02(a)(i) or 9.02(b)(i), as the case may be, with respect to claims that are not properly asserted in writing prior to the following limitations: date that is [*] after the Closing Date (a) On the date other than claims for Damages incurred as a result of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: any inaccuracy or breach of any representation or warranty contained in (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00)Sections 6.02 [Authority; Binding Nature], 6.05 [Title to Purchased Assets], 6.11 [Brokers], 7.02 [Authority; Binding Nature] or 7.05 [Brokers], which shall expire [*] after the Closing Date, (ii) seventy percent (70%) of the “attributable to fraud or intentional misconduct, as is” value of the Property; to which no expiration date shall apply, or (iii) the amount Section 6.10 [[*]], which would result in a debt service coverage ratio equal to shall expire on [*]). In no event shall Seller have any Liability under Sections 9.02(a)(vii) or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable 9.02(a)(viii), or shall Buyer have any Liability under the Master Lease (as hereinafter definedSections 9.02(b)(iv) or 9.02(b)(v), as if such rents were being paidthe case may be, with respect to claims that are not properly asserted in writing prior to the date that is [*] after the Closing Date. (bf) The Borrower will amount of any Damages under Section 9.02 shall be eligible reduced by the amount of any insurance proceeds actually received by the Indemnified Party relating to receive such claim. For the remaining portion avoidance of doubt, nothing in this Agreement shall impose a duty on Buyer or Seller to maintain any insurance policies. (g) Seller shall not be required to indemnify Buyer under Section 9.02(a)(i) with respect to Damages incurred by any Buyer Indemnified Party to the extent that such Damages arise from actions taken prior to the Closing Date by Buyer, or by Seller jointly with or at the direction of Buyer, in each case pursuant to the terms of the Loan Collaboration Agreement. (h) After the Closing, this Agreement may not advanced in the Initial Tranche in be terminated, and except (1) for remedies that cannot more than two be waived as a matter of law and equitable, injunctive and provisional relief (including specific performance), and (2) additional Tranches (each a “Future Tranche” and collectively in the “Future Tranches”) upon satisfaction case of the following conditionsfraud or willful misconduct: (i) The aggregate amount of all Tranches shall not exceed the original principal amount right of the lesser Buyer Indemnified Parties to indemnification under this Article 9 shall be the exclusive remedy of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00the Buyer Indemnified Parties with respect to claims arising or resulting from the items set forth in Section 9.02(a); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease.and (ii) All Future Tranches the right of the Seller Indemnified Parties to indemnification under this Article 9 shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal exclusive remedy of the Property, which new Seller Indemnified Parties with respect to claims arising or updated appraisal shall comply with all of resulting from the requirements of items set forth in Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.059.02(b).

Limitations. In addition Notwithstanding anything in this Agreement to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitationscontrary or any right or remedy available under any Law: (a) On Except for Losses relating to the date of this AgreementSeller Fundamental Warranties, the Borrower Environmental Warranties or fraud or willful misrepresentation, the Buyer Indemnified Parties shall not be eligible entitled to receive an advance (indemnification pursuant to Section 10.2(a) unless the “Initial Tranche”aggregate amount of Losses indemnifiable under Section 10.2(a) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy exceeds one percent (701%) of the “as is” value Adjusted Purchase Price (and, then, only to the extent of such excess). The Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 10.3(a) unless the aggregate amount of Losses indemnifiable under Section 10.3(a) exceeds one percent (1%) of the Property; or Adjusted Purchase Price (iii) and, then, only to the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter definedextent of such excess), as if such rents were being paid. (b) Except for Losses relating to the Seller Fundamental Warranties, the Environmental Warranties or fraud or willful misrepresentation, the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 10.2(a) unless the amount of Losses indemnifiable under Section 10.2(a) with respect to any specific matter exceeds $25,000, in which event all such Losses with respect to such specific matter shall be included in calculating the threshold established in the first sentence of Section 10.4(a). The Borrower will Seller Indemnified Parties shall not be eligible entitled to receive indemnification pursuant to Section 10.3(a) unless the remaining portion amount of Losses indemnifiable under Section 10.3(a) with respect to any specific matter exceeds $25,000, in which event all such Losses with respect to such specific matter shall be included in calculating the threshold established in the second sentence of Section 10.4(a). (c) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY PURSUANT TO THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE PURCHASE AND SALE OF THE SHARES FOR SPECIAL, SPECULATIVE, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL LIMIT A PARTY’S ABILITY TO RECOVER ANY LOSSES TO THE EXTENT AWARDED IN CONNECTION WITH A THIRD-PARTY CLAIM. (d) Sellers shall not have any liability pursuant to this Agreement or otherwise in connection with the purchase and sale of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: Shares for any Loss (i) The aggregate amount to the extent arising out of all Tranches or resulting from any action taken or omitted to be taken after the Closing by Buyers or any of its Affiliates (including, after the Closing, the Business Entities), (ii) to the extent arising out of or resulting from any matter disclosed in the Schedules to this Agreement, (iii) under Section 10.2(a) to the extent arising out of or resulting from a change in Law that becomes effective after the Closing, or (iv) to the extent expressly taken into account on the Net Working Capital Statement. Buyers shall not exceed have any liability pursuant to this Agreement or otherwise in connection with the original principal amount purchase and sale of the lesser of Shares for any Loss (i) Ten Million Five Hundred Thousand and 00/100 Dollars to the extent arising out of or resulting from any action taken or omitted to be taken after the Closing by Sellers or any of their respective Affiliates ($10,500,000.00excluding, after the Closing, the Business Entities); , or (ii) seventy percent (70%under Section 10.3(a) to the extent arising out of or resulting from a change in Law that becomes effective after the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseClosing. (iie) All Future Tranches Except for Losses relating to the Seller Fundamental Warranties or fraud or willful misrepresentation, Sellers shall be advancedhave no liability pursuant to Section 10.2(a) or the Scheduled Environmental Items in excess of 15% of the Adjusted Purchase Price in the aggregate (the “Cap”). Except for Losses relating to the Buyer Fundamental Warranties or fraud or willful misrepresentation, if at all, not later than July 9, 2012Buyers shall have no liability pursuant to Section 10.3(a) in excess of 15% of the Adjusted Purchase Price in the aggregate. (iiif) The Borrower shall enter into For the purpose of determining whether there has been a breach of a representation or warranty and execute an Interest Rate Protection the amount of any Losses that are the subject matter of a claim for indemnification hereunder, each representation and warranty contained in this Agreement (as hereinafter definedother than the representations and warranties set forth in Section 3.6(a)) and such additional documentation as is necessary thereto for each Future Trancheshall be read without regard to any materiality qualifier (including, without limitation, any reference to Material Adverse Effect) contained therein. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On Other than with respect to a Fraudulent breach under Section 11.2(a) or claims arising out of a breach of any Fundamental Representations, no Parent Indemnified Person may recover any Aggregate Escrow Cash in respect of any claim for indemnification that is made pursuant to Section 11.2(a) unless and until the date aggregate amount of this Agreement, the Borrower shall Damages that may be eligible claimed pursuant to receive an advance Section 11.2(a) exceeds $750,000 (the “Initial TrancheDeductible”) not to exceed ), and once the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) Deductible has been reached, the Parent Indemnified Person may make claims for indemnification for all Damages in excess of the “as is” value Deductible; provided, however, for clarity, Aggregate Escrow Cash will not be released from escrow to any Parent Indemnified Person until claims for indemnification for Damages exceeding the Deductible have been resolved in favor of the Property; or (iii) the amount which would result in a debt service coverage ratio equal Parent Indemnified Persons pursuant to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidthis Article 11. (b) The Borrower will be eligible to receive If the remaining portion of Merger is consummated, recovery from the Loan not advanced in Escrow Cash and the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches R&W Policy shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into the sole and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of exclusive remedy under this Agreement for the appraisal required Indemnifiable Matters arising out of Section 11.2(a), except for breaches of Fundamental Representations or in the case of a Fraudulent breach under Section 11.2(a). In the case of any Indemnifiable Matters arising out of Section 11.2(g), the Deductible shall not apply and recovery from the Specified Matter Escrow Cash, the remaining Escrow Cash (if any) and the R&W Policy (if available) shall be the sole and exclusive remedy under this Agreement. In the case of any breaches of Fundamental Representations by the Company under this Agreement or Indemnifiable Matters arising out Section 11.2(b) to (f) or Section 11.2(h), the Deductible shall not apply and each Effective Time Holder shall be liable for such holder’s Pro Rata Share of the amount of any Damages resulting therefrom; provided, however, that such liability shall be limited to 100% of the amount of the Total Merger Consideration actually received (or treated as received not taking into account any reduction for Taxes withheld) by such Effective Time Holder in accordance with this Agreement (inclusive of such Effective Time Holder’s Escrow Pro Rata Share of the Shared Escrow Cash, Specified Matter Escrow Pro Rata Share of the Specified Matter Escrow Cash, Expense Pro Rata Share of the Expense Cash and Escalate’s Escalate Additional Escrow Contribution). (c) All claims for indemnification by a Parent Indemnified Person for Damages pursuant to this Agreement (whether or not the Indemnifiable Matters that are the subject matter of such claims are recoverable solely from the Escrow Cash) shall be satisfied (i) first from the Escrow Cash, (ii) second from the R&W Policy and (iii) third, after exhaustion of the Escrow Cash and R&W Policy, against the Effective Time Holders directly (but not exceeding such Effective Time Holders’ respective Pro Rata Shares of such Damages and subject to the dollar limits set forth in Section 11.3(b)). (d) Notwithstanding anything to the contrary herein, the Specified Matter Escrow Cash shall be available as a condition precedent separate escrow, held exclusively for indemnification claims by a Parent Indemnified Person for Damages arising out of or resulting from any of the matters set forth on Schedule 11.2(g) and all claims for indemnification by a Parent Indemnified Person for such matters shall be satisfied, (i) first, from the Specified Matter Escrow Cash, (ii) second, after exhaustion of the Specified Matter Escrow Cash, from the Escrow Cash, and (iii) third, from the R&W Policy (if available). (e) The Parent Indemnified Persons shall exercise commercially reasonable efforts to mitigate the amount of any Damages, including without limitation commercially reasonable efforts to recover under the R&W Policy; provided that the Parent Indemnified Persons shall not be required to recover under the R&W Policy prior to exhaustion of the Aggregate Escrow Cash. Without limiting the foregoing, Damages shall be calculated net of actual recoveries under existing insurance policies and contractual indemnification or contribution provisions (in each case calculated net of any actual collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums); provided, that, in the event that Parent Indemnified Persons first recover from the Aggregate Escrow Cash or Effective Time Holders for any particular Damages and thereafter recover for the same Damages pursuant to any existing insurance policies and/or contractual indemnification or contribution provisions, then the amount recovered pursuant to such existing insurance policies (including the R&W Policy) and/or contractual indemnification or contribution provisions (up to the Closing. Notwithstanding anything contained herein amount first recovered from the Aggregate Escrow Cash) shall be deposited in the escrow fund or paid to the contraryEffective Time Holders, if as applicable, by Parent. In addition, Damages shall exclude special, consequential, exemplary or punitive damages, unless (i) specifically awarded by an arbitrator or Governmental Authority to a third party and paid to such third party by a Parent Indemnified Person or (ii) in the requested Future Tranche is more case of consequential damages only, reasonably foreseeable under an objective standard. (f) In determining the existence or amount of any Damages in respect of the failure of any representation or warranty to be true and correct as of any particular date or the breach of or default in connection with any covenant or agreement, any materiality or Material Adverse Effect standard or qualification contained in or otherwise applicable to such representation, warrant, covenant or agreement shall be disregarded (other than eighteen in instances where the context dictates otherwise (18) calendar months after the Closing Datee.g., the Borrower operation of this sentence shall provide not turn references to “Company Material Contract” to “Company Contract” or “Material Adverse Effect” to “Effect” for purposes of calculating Damages)); provided, however, that such standard or qualification shall not be disregarded for the Lender with a new appraisal purposes of the Propertyinitial determination of whether there was a failure of such representation or warranty to be true and correct, which appraisal shall comply or a breach of or default in connection with all of the requirements of Section 2.05any covenant or agreement, as aforesaid.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date Notwithstanding any provision of this AgreementAgreement to the contrary, the Borrower Stockholder shall be eligible have no obligation to receive indemnify any Buyer Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Buyer Indemnitees have suffered indemnifiable Losses hereunder in an advance (the “Initial Tranche”) not aggregate amount attributable to exceed the lesser of: (i) Eight all Claims and obligors in excess of One Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.001,500,000) (the "Threshold"); (ii) seventy percent (70%) ---------- Once the aggregate amount of Losses exceeds the Threshold, the Buyer Indemnitees shall be entitled to recover the full amount of all Losses in excess of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidThreshold. (b) The Borrower In no event will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not ----------, exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand --------- the PREPA Resolution Amount and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 ----------. Notwithstanding any provision of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen ---------. (18c) calendar months after Notwithstanding any provision of this Agreement to the Closing Datecontrary, neither Mirant nor either Buyer shall have any obligation to indemnify any Stockholder Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Stockholder Indemnitees have suffered indemnifiable Losses in an aggregate amount attributable to all Claims in excess of the Threshold; provided, however, that Mirant's and Buyers' obligations to indemnify any Stockholder Indemnitee for any Losses arising from any breach of this Agreement by Mirant or either Buyer of their obligation to pay, or directly or indirectly resulting in the failure of Mirant and Buyers to pay, the Borrower Purchase Price and the Note Price under this Agreement, will not be subject to the Threshold. Subject to the foregoing proviso, once the aggregate amount of Losses exceeds the Threshold, the Stockholder Indemnitees shall provide be entitled to recover the Lender with a new appraisal full amount of all Losses in excess of the PropertyThreshold. (d) Notwithstanding any provision of this Agreement to the contrary, which appraisal the maximum aggregate liability of Mirant and Buyers to the Stockholder Indemnitees for all claims arising under this Agreement and the other Transaction Documents equals $32,000,000; provided, however, that Mirant's and Buyers' obligations to indemnify any Stockholder Indemnitee for any Losses arising from any breach of this Agreement by Mirant or either Buyer of their obligation to pay, or directly or indirectly resulting in the failure of both Mirant and Buyer to pay, the Purchase Price and the Note Price under this Agreement, will not be subject to such limitation. (e) No Indemnitee shall comply with all be entitled to indemnification under this Article 5 for Losses (i) directly or indirectly caused by a willful or negligent act of such Indemnitee or a breach by such Indemnitee of any representation, warranty, covenant or other agreement set forth in this Agreement or any duty to the requirements of Section 2.05potential Indemnitor or (ii) covered by insurance proceeds from insurance owned and paid for by the Stockholder, del Caribe, Eco Holdings or the Partnership prior to the Closing, to the extent that the Buyer Indemnitees actually receive such insurance proceeds to cover such Losses.

Limitations. In addition Notwithstanding any other provision in this Article VIII, Parent shall be entitled to indemnification only if and to the extent that the aggregate of the Indemnifiable Amounts and Special Escrow Indemnifiable Amounts exceed two hundred fifty thousand dollars ($250,000) (the “Threshold Amount”), provided that at such time as the aggregate Indemnifiable Amounts exceed the Threshold Amount, Parent shall be entitled to be indemnified up to the full Indemnifiable Amounts including the Threshold Amount; and provided further that any amount payable pursuant to Sections 8.1(iii) or (iv), or arising out of breaches of the representations, warranties, and covenants in Section 3.1.19 (relating to taxes) and Section 3.1.16 (relating to environmental), or Company Fraud shall not be subject to the foregoing Threshold Amount and shall not be included in any calculation of the Threshold Amount as it relates to other Indemnifiable Amounts or Special Escrow Indemnifiable Amounts. Parent’s aggregate claims for indemnification may not exceed the Escrow Amount and the maximum liability for each former holder of Company securities for any breach of a representation, warranty or covenant of the Company shall be limited to the portion of the Escrow Amount held by the Escrow Agent in which such holder has an interest; provided, however, that the liability of each former holder of Company securities for Indemnifiable Amounts or Special Escrow Indemnifiable Amounts arising out of breaches related to Company Fraud or attributable to such holders shall not be subject to the limitations set forth of this Section 8.6. Any liability of the former holders of Company securities in Section 2.01 above, excess of the Loan Escrow Amount shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) several and not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidjoint. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand Notwithstanding the aforesaid, and 00/100 Dollars without derogating from the provisions of Section 9.1(c), Parent Indemnified Parties shall be entitled to satisfy and pay from the Escrow Account claims for each Specified Matter up to a maximum of the Indemnity Escrow Amount, provided however that ($8,500,000.00i) with respect [***], the maximum liability shall not exceed the Indemnity Escrow Amount or any portion thereof remaining in the Escrow Account at such time, which amounts shall be released in accordance with the Escrow Agreement and no later than upon expiry of the applicable Specified Matter Survival Period for [***] as set out in item a of Schedule 9.1(a); (ii) seventy percent for all Specified Matters in Schedule 9.1(a) other than [***] (70%the “General Specified Matters”) an aggregate amount not to exceed the Indemnity Escrow Amount provided that the Maximum Remaining Escrow Amount (or any portion thereof to the extent not paid to the Parent Indemnified Parties as per the terms of the “as is” value Escrow Agreement) shall be released no later than the third anniversary of the Property; or (iii) Closing. To the amount which would result in a debt service coverage ratio equal to or greater than extent that the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under liability for [***] and [***] is discharged and fully paid post Closing from the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced funds available in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively Escrow Account, the “Future Tranches”) upon satisfaction of amounts available for the following conditions: (i) The aggregate amount of all Tranches General Specified Matters shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand Maximum Remaining Escrow Amount; and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an no Seller shall be liable for any Loss beyond its Pro Rata Share in respect of any Specified Matter and with respect to any amount which would result then remaining at such time in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “Indemnity Escrow Amount. It is further clarified that the Indemnity Escrow Amount, and each portion of the Specified Matter Allocations as leased” basis excluding rents payable under set out hereinabove, shall serve as sole and exclusive security for such obligations of the Master LeaseSellers towards the Parent Group in respect of the relevant Specified Matters. (ii) All Future Tranches Without derogating from the provisions of Section 9.1(c) or Section 9.1(d)(i) above, (i) the maximum amount in respect of which the Parent Indemnified Parties shall be advancedentitled to indemnification pursuant to Section 9.1(a) above and the aggregate liability of each Seller in respect of such claims for indemnification and any other liability incurred in connection with the Agreement including pursuant to the [***], if at allshall not exceed an amount equal to the portion of the Aggregate Consideration actually received by such Seller (on an after-Tax basis) provided, that each Seller’s liability for any Losses hereunder, shall be limited to such Seller’s Pro Rata Share of the amount of any Losses resulting therefrom, and (ii) no Seller shall be responsible for, or indemnify a Parent Indemnified Party in respect of, any breach or any fraud that is committed by any other Participating Equity Holder. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not later than July 9, 2012material and (ii) the type that the Registrant treats as private or confidential. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of Nothing in this Agreement for shall derogate from Indemnified Parties’ obligation to use reasonable efforts to mitigate any Losses provided that a failure to mitigate any Losses shall not extinguish the appraisal required as a condition precedent right to indemnity under this Article IX but may reduce the Closing. Notwithstanding anything contained herein amounts recoverable pursuant to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05such indemnity claim.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date Notwithstanding any other provision of this Agreement, (i) the Borrower Sellers and Sosnoff shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 13.4(a) unless and until the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be eligible entitled to receive an advance indemnification under Section 13.4(a) exceeds $1,100,000 (the “Initial TrancheDeductible Amount”) not to exceed ), whereupon the lesser of: (i) Eight Million Five Hundred Thousand Sellers and 00/100 Dollars ($8,500,000.00); Sosnoff shall be liable for only such Losses exceeding the Deductible Amount, (ii) seventy percent (70%) the aggregate liability of the Sellers and Sosnoff to indemnify the Buyer Indemnified Parties for Losses under Section 13.4(a) shall in no event exceed $14,000,000 (the “as is” value of the Property; or Cap”) and (iii) the amount which would aggregate liability of the Sellers and Sosnoff to indemnify the Buyer Indemnified Parties for Losses under Sections 13.2, 13.3 and 13.4 (other than any Losses arising as a result of any breach or default in a debt service coverage ratio equal to performance of any covenant or greater than obligation by such Person) shall in no event exceed the required Debt Service Coverage Ratio on an “as leased” basis including rents payable aggregate net after tax proceeds received by such Person under this Agreement and Sections 8.4(a) and 8.4(b) of the Master Lease (as hereinafter defined), as if such rents were being paidSecond Amended and Restated Operating Agreement. (b) The Borrower will be eligible to receive the remaining portion Notwithstanding any other provision of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: this Agreement, (i) The the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 13.5(a) unless and until, and only to the extent that, the aggregate amount of all Tranches individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 13.5(a) exceeds the Deductible Amount, whereupon the Buyer shall not exceed be liable for only such Losses exceeding the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand Deductible Amount and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) the aggregate liability of the then “as is” value of Buyer to indemnify the Property; or (iiiSeller Indemnified Parties for Losses under Section 13.5(a) shall in no event exceed an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseCap. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On Other than with respect to a Fraudulent breach under Section 11.2(a) or claims arising out of a breach of any Fundamental Representations, no Parent Indemnified Person may recover any Aggregate Escrow Cash in respect of any claim for indemnification that is made pursuant to Section 11.2(a) unless and until the date aggregate amount of this Agreement, the Borrower shall Damages that may be eligible claimed pursuant to receive an advance Section 11.2(a) exceeds $750,000 (the “Initial TrancheDeductible”) not to exceed ), and once the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) Deductible has been reached, the Parent Indemnified Person may make claims for indemnification for all Damages in excess of the “as is” value Deductible; provided, however, for clarity, Aggregate Escrow Cash will not be released from escrow to any Parent Indemnified Person until claims for indemnification for Damages exceeding the Deductible have been resolved in favor of the Property; or (iii) the amount which would result in a debt service coverage ratio equal Parent Indemnified Persons pursuant to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidthis Article 11. (b) The Borrower will If the Merger is consummated, recovery from the Escrow Cash and the R&W Policy shall be eligible to receive the sole and exclusive remedy under this Agreement for the Indemnifiable Matters arising out of Section 11.2(a), except for breaches of Fundamental Representations or in the case of a Fraudulent breach under Section 11.2(a). In the case of any Indemnifiable Matters arising out of Section 11.2(g), the Deductible shall not apply and recovery from the Specified Matter Escrow Cash, the remaining portion Escrow Cash (if any) and the R&W Policy (if available) shall be the sole and exclusive remedy under this Agreement. In the case of any breaches of Fundamental Representations by the Company under this Agreement or Indemnifiable Matters arising out Section 11.2(b) to (f) or Section 11.2(h), the Deductible shall not apply and each Effective Time Holder shall be liable for such holder’s Pro Rata Share of the Loan amount of any Damages resulting therefrom; provided, however, that such liability shall be limited to 100% of the amount of the Total Merger Consideration actually received (or treated as received not advanced taking into account any reduction for Taxes withheld) by such Effective Time Holder in accordance with this Agreement (inclusive of such Effective Time Holder’s Escrow Pro Rata Share of the Shared Escrow Cash, Specified Matter Escrow Pro Rata Share of the Specified Matter Escrow Cash, Expense Pro Rata Share of the Expense Cash and Escalate’s Escalate Additional Escrow Contribution). (c) All claims for indemnification by a Parent Indemnified Person for Damages pursuant to this Agreement (whether or not the Indemnifiable Matters that are the subject matter of such claims are recoverable solely from the Escrow Cash) shall be satisfied (i) first from the Escrow Cash, (ii) second from the R&W Policy and (iii) third, after exhaustion of the Escrow Cash and R&W Policy, against the Effective Time Holders directly (but not exceeding such Effective Time Holders’ respective Pro Rata Shares of such Damages and subject to the dollar limits set forth in Section 11.3(b)). (d) Notwithstanding anything to the contrary herein, the Specified Matter Escrow Cash shall be available as a separate escrow, held exclusively for indemnification claims by a Parent Indemnified Person for Damages arising out of or resulting from any of the matters set forth on Schedule 11.2(g) and all claims for indemnification by a Parent Indemnified Person for such matters shall be satisfied, (i) first, from the Specified Matter Escrow Cash, (ii) second, after exhaustion of the Specified Matter Escrow Cash, from the Escrow Cash, and (iii) third, from the R&W Policy (if available). (e) The Parent Indemnified Persons shall exercise commercially reasonable efforts to mitigate the amount of any Damages, including without limitation commercially reasonable efforts to recover under the R&W Policy; provided that the Parent Indemnified Persons shall not be required to recover under the R&W Policy prior to exhaustion of the Aggregate Escrow Cash. Without limiting the foregoing, Damages shall be calculated net of actual recoveries under existing insurance policies and contractual indemnification or contribution provisions (in each case calculated net of any actual collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums); provided, that, in the Initial Tranche event that Parent Indemnified Persons first recover from the Aggregate Escrow Cash or Effective Time Holders for any particular Damages and thereafter recover for the same Damages pursuant to any existing insurance policies and/or contractual indemnification or contribution provisions, then the amount recovered pursuant to such existing insurance policies (including the R&W Policy) and/or contractual indemnification or contribution provisions (up to the amount first recovered from the Aggregate Escrow Cash) shall be deposited in not more than two the escrow fund or paid to the Effective Time Holders, as applicable, by Parent. In addition, Damages shall exclude special, consequential, exemplary or punitive damages, unless (2i) additional Tranches specifically awarded by an arbitrator or Governmental Authority to a third party and paid to such third party by a Parent Indemnified Person or (each a “Future Tranche” and collectively ii) in the “Future Tranches”case of consequential damages only, reasonably foreseeable under an objective standard. (f) upon satisfaction In determining the existence or amount of any Damages in respect of the following conditions:failure of any representation or warranty to be true and correct as of any particular date or the breach of or default in connection with any covenant or agreement, any materiality or Material Adverse Effect standard or qualification contained in or otherwise applicable to such representation, warrant, covenant or agreement shall be disregarded (other than in instances where the context dictates otherwise (e.g., the operation of this sentence shall not turn references to “Company Material Contract” to “Company Contract” or “Material Adverse Effect” to “Effect” for purposes of calculating Damages)); provided, however, that such standard or qualification shall not be disregarded for the purposes of the initial determination of whether there was a failure of such representation or warranty to be true and correct, or a breach of or default in connection with any covenant or agreement, as aforesaid. (g) Notwithstanding anything to the contrary herein, in the event that any claim for Damages which are accrued but not yet paid or which are anticipated to be incurred, paid or sustained in the future is resolved in favor of a Parent Indemnified Person pursuant to this Article 11, no amounts shall actually be payable by the Effective Time Holders (whether from the Aggregate Escrow Cash or directly by the Effective Time Holders) to such Parent Indemnified Person until after such Damages are actually incurred, paid or sustained. (h) Following the Closing, (i) this Article 11 shall constitute the sole and exclusive remedy for recovery of money Damages by the Parent Indemnified Persons for all Indemnifiable Matters, (ii) all applicable statutes of limitations or other claims periods with respect to claims for Indemnifiable Matters shall be shortened to the applicable claims periods and survival periods expressly set forth herein and (iii) the Parent Indemnified Persons irrevocably waive any and all rights they may have to make claims against the Effective Time Holders under statutory and common law as a result of any Damages and any and all other damages or losses incurred by the Parent Indemnified Persons with respect to this Agreement whether or not in excess of the maximum amounts permitted to be recovered pursuant to this Article 11. (i) The aggregate amount Except for such representations and warranties contained in Article 3, the Company Disclosure Letter and the Company Closing Certificates, each of all Tranches shall not exceed the original principal amount Parent and Merger Sub acknowledges and agrees that none of the lesser Company or its Representatives nor any Effective Time Holder or other Person makes, and each of (i) Ten Million Five Hundred Thousand Parent and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of Merger Sub is not relying on, any other express, implied or statutory representation or warranty with respect to the then “as is” value of Company or Company Business, any Effective Time Holder or otherwise, including with respect to any projections, forecasts, estimates and budgets for the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseCompany. (iij) All Future Tranches Nothing herein shall be advanced, if at all, not later than July 9, 2012limit the liability of an Effective Time Holder for any Fraud personally committed by such Effective Time Holder. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05.

Limitations. In addition (a) Buyer’s entitlement to indemnification (or any other Person’s entitlement to indemnification if such Person is claiming indemnification through Buyer) pursuant to Section 11.02(a) shall be limited by the following limitations (other than with respect to breach of a Seller Fundamental Representation or a Tax Representation, or with respect to fraud, which in each case shall not be subject to the limitations set forth provided in this Section 2.01 above, the Loan shall be advanced subject to the following limitations:11.04(a)): (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars Buyer (or such other Person) shall not be entitled to seek indemnification with respect to any individual Loss unless such Loss (together with all related Losses) is greater than $8,500,000.00); 50,000, in which event Seller shall be responsible only for such Losses in excess of such amount; (ii) seventy percent Buyer (70%or such other Person) shall be entitled to seek indemnification (x) for Losses arising from the inaccuracy or breach of an Environmental Representation only if the “as is” value aggregate amount of the Property; or (iii) the all such Losses exceeds an amount which would result in a debt service coverage ratio equal to $500,000, in which event Seller shall be responsible only for such Losses in excess of such amount and (y) for Losses arising from the inaccuracy or greater breach of any representation or warranty other than the required Debt Service Coverage Ratio on Environmental Representations only if the aggregate amount of all such Losses exceeds an “as leased” basis including rents payable under the Master Lease (as hereinafter defined)amount equal to $500,000, as if in which event Seller shall be responsible only for such rents were being paidLosses in excess of such amount. (b) The Borrower No indemnifying Person shall be liable for any Losses that are subject to indemnification under Section 11.02 or Section 11.03 unless notice is delivered by the indemnified Person to the indemnifying Person with respect thereto pursuant to Section 11.05(a) or Section 11.05(d) prior to 5:00 P.M. Central Time on the final date pursuant to Section 11.01. Notwithstanding the foregoing, any Claim for indemnification under this Agreement that is brought prior to such time will survive until such matter is resolved. (c) Under no circumstances shall any party be eligible entitled to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: duplicate recovery under this Agreement with respect to (i) The aggregate amount any indemnification claim pursuant to this Article 11 or (ii) any adjustments to the Closing Payment Amount pursuant to Section 2.03. Nor shall the Buyer Group be entitled to recovery under this Article 11 to the extent United (or any Person entitled to indemnification from the Company under the APA) has made (or is making) a Claim seeking indemnification from Seller (in its capacity as “SkyWest” under the APA) or its Representatives for the same Loss under the APA. Buyer agrees that it will not bring a Claim under the APA for Losses suffered by United in its corporate capacity (as opposed to its capacity as a shareholder of all Tranches Buyer); provided, however, that this sentence shall not prevent Buyer and United (including in its capacity as the “Buyer” under the APA) from bringing any Claim or combination of Claims against Seller filed in a single proceeding, subject to the first and second sentences of this clause (c). (d) Under no circumstances shall the aggregate indemnification to be paid by Seller under Section 11.02(a) exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand an amount equal to $10,000,000 with respect to breaches or inaccuracies of representations and 00/100 Dollars warranties other than the Environmental Representations, Seller Fundamental Representations or Tax Representations ($10,500,000.00but subject to the further limitation in the last sentence of this subsection (d); ), or (ii) seventy percent an amount equal to $20,000,000 with respect to breaches or inaccuracies of any of the Environmental Representations. For the purposes of clarity, clauses (70%i) and (ii) of the then “as is” value of the Property; or (iii) an amount which would result preceding sentence are intended to constitute separate limitations. Additionally, notwithstanding any other provision in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for or the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein APA to the contrary, if (I) other than with respect to (x) the requested Future Tranche is more than eighteen Environmental Representations, Seller Fundamental Representations and Tax Representations under this Agreement, and (18y) calendar months after “Seller Fundamental Representations” and “Tax Representations” (as such terms are defined in the Closing DateAPA) in the APA, Seller’s and its Representatives’ collective indemnification obligations under this Agreement and the Borrower APA for breaches or inaccuracies of representations and warranties under this Agreement and the APA shall provide in no event exceed $10,000,000 in the Lender with a new appraisal aggregate (as also set forth under Section 10.04(d) of the Property, which appraisal APA) and (II) Seller’s and its Representatives’ collective indemnification obligations under this Agreement and the APA shall comply with all in no event exceed the sum of the requirements of Section 2.05“Purchase Price” as defined in the APA plus the Gross Purchase Price.

Limitations. In addition (a) A Buyer Indemnified Party’s indemnification rights pursuant to Section 9.2 and a Stockholder Indemnified Party’s indemnification rights pursuant to Section 9.3, respectively, shall be limited as follows: (i) Indemnified Parties shall not be entitled to indemnification pursuant to Section 9.2(a), Section 9.2(e) or Section 9.3(a) except to the limitations extent that the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant to Section 9.2(a) or Section 9.3(a) exceeds $2,500,000 (the “Deductible”), and then only to the extent that such Losses exceed the Deductible. (ii) Buyer Indemnified Parties shall not be entitled to any indemnification hereunder for any Losses (individually or in the aggregate) in excess of the deemed value of the Escrow Shares (as provided in the Escrow Agreement) and Escrow Cash constituting the Escrow Funds and the right of the Buyer Indemnified Parties to recover for all their indemnifiable Losses shall be limited solely to the Escrow Shares and the Escrow Cash then remaining in escrow pursuant to the terms of the Escrow Agreement. (iii) Stockholder Indemnified Parties shall not be entitled to any indemnification hereunder for any Losses (individually or in the aggregate) in excess of the value of the shares of Buyer Stock and Escrow Cash constituting the Escrow Funds as of the date the Escrow Funds are employed to indemnify the Stockholder Indemnified Parties for such Losses and the Stockholder Indemnified Parties’ right to recover for all their indemnifiable Losses shall be limited solely to that value. (iv) All claims for indemnification by an Indemnified Party must be made on or before the eighteen (18) month anniversary of the Closing Date (except for claims by Buyer Indemnified Parties for indemnification pursuant to Section 9.2(f) and Section 9.2(g) and claims by Buyer Indemnified Parties for indemnification with respect to the representations and warranties set forth in Section 2.01 above4.8, which claims must be made on or before the Loan fourth (4th) anniversary of the Closing Date) (the “Indemnification Cut-Off Date”). No indemnification shall be advanced payable to an Indemnified Party with respect to claims asserted by such Indemnified Party after the applicable Indemnification Cut-Off Date, regardless of when the claim accrued or the circumstances that resulted in the claim being asserted after the Indemnification Cut-Off Date. In the event a claim has been properly made on or prior to the applicable Indemnification Cut-Off Date and such claim is unresolved as of such applicable Indemnification Cut-Off Date, then the right to indemnification with respect to such claim shall remain in effect until such matter shall have been finally determined. (v) Buyer Indemnified Parties shall not be entitled to indemnification for any Losses pursuant to Section 9.2(f) until the aggregate amount of indemnifiable Losses under such section exceeds $1,000,000 (“Threshold”), whereupon Buyer Indemnified Parties shall then be entitled to be indemnified for all indemnifiable Losses pursuant to Section 9.2(f), without regard to the Threshold, but subject to the following limitations: (a) On the date other terms of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidArticle IX. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches any Losses subject to indemnification under this Article IX shall not exceed the original principal amount of the lesser be calculated net of (i) Ten Million Five Hundred Thousand any insurance proceeds actually received by the Indemnified Party on account of such Losses under insurance policies of the Company and 00/100 Dollars ($10,500,000.00); its Subsidiaries in effect prior to the Closing, and (ii) seventy percent any amounts actually recovered by the Indemnified Party under other indemnity agreements (70%excluding insurance policies), or from any other Person alleged to be responsible therefor, without duplication. The Indemnified Party shall take all steps as the Indemnifying Party may reasonably request (at the Indemnifying Party’s expense) to enforce recovery of the then “as is” value of the Property; such amounts available under such insurance coverage or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leaseother indemnity agreement. (iic) All Future Tranches No Indemnified Party shall be advanced, if at all, not later than July 9, 2012entitled to duplicate or multiple indemnification under this Article IX for any Loss. (iiid) The Borrower Surviving Corporation shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto not be liable to any Stockholder Indemnified Party, whether jointly, severally, pursuant to contribution or otherwise, in respect of any matter for each Future Tranchewhich a Buyer Indemnified Party may seek indemnification pursuant to this Agreement. (ive) For each requested Future Tranche, the Lender may require the Borrower No Buyer Indemnified Party shall be entitled to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of indemnification under this Agreement for any Loss arising from a breach of any representation, warranty or covenant set forth herein (and the appraisal required amount of any Loss incurred in respect of such breach shall not be included in the calculation of any limitations on indemnification set forth herein) if and to the extent such Loss was expressly taken into account in the calculation of Stockholders’ Equity (including, without limitation, any accruals or reserves relating to tax liabilities) or to the extent expressly included as a condition precedent liability or expense on the Financial Statements (including the footnotes thereto). (f) The limitations set forth in this Section 9.4(a)(i) shall not apply to the Closing. Notwithstanding anything contained herein Buyer Indemnified Parties’ indemnification rights with respect to the contraryLosses related to Taxes, if the requested Future Tranche is more than eighteen including without limitation Losses pursuant to Section 9.2(a) with respect to representations and warranties set forth in Section 4.8 (18Taxes) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of and Losses pursuant to Section 2.059.2(f) and Section 9.2(g).

Limitations. In addition (a) Any Person against whom an Indemnification Claim is being asserted (an “Indemnifying Party”) shall not be obligated to defend and hold harmless any Person claiming indemnification under this Section 9 (an “Indemnified Party”), or otherwise be liable to such Indemnified Party, with respect to any Indemnification Claim made by the Indemnified Party after the expiration of the Survival Period, except that indemnity may be sought after the expiration of the Survival Period if a Claim Notice with respect to such Indemnification Claim shall have been delivered to the Indemnified Party prior to the expiration of the Survival Period. (b) Neither the Buyer Indemnified Parties nor Seller Indemnified Parties shall be entitled to receive any indemnification payment with respect to indemnification claims made under Section 9.2 or Section 9.3, as the case may be, until the aggregate Losses that the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, would otherwise be entitled to receive as indemnification with respect to claims for indemnification under this Section 9 (“Indemnification Claims”) exceed $750,000 (the “Indemnification Threshold”) (it being understood and agreed that neither the Buyer Indemnified Parties nor Seller Indemnified Parties, as the case may be, shall be liable for the first $750,000 of Losses for which the Indemnified Parties, are entitled to indemnification); provided, however, that the Indemnification Threshold shall not apply to Indemnification Claims based on (i) Section 9.2(c) or (ii) the situation described in item 2 of Section 2.9 of the Company Disclosure Schedule, for which the Buyer Indemnified Parties shall be entitled to indemnification under this Section 9 from the first dollar of any Indemnification Claim. For this purpose, Indemnification Claims in favor of Buyer Indemnified Parties and Indemnification Claims in favor of Seller Indemnified Parties shall not be offset or netted against each other. (c) The indemnification provided by Sellers under this Section 9 for any Indemnification Claim and all Indemnification Claims shall be limited to the Escrow Amount. (d) Subject to the limitations set forth in this Section 2.01 above9, consideration must be given to the amount that any party recovers as proceeds of insurance in respect of such Losses, net of any costs of collection, deductible, retroactive premium adjustment, reimbursement obligation or other cost directly related to the insurance claim in respect of such Losses. Buyer agrees that it will use commercially reasonable efforts to prosecute all claims against its insurers diligently and in good faith with regard to matters for which Losses are claimed under this Section 9. Should Buyer recover Losses and subsequently recover any amount from an insurer with respect to the matter for which such Losses were paid, Buyer shall refund the lesser of (i) the Losses paid by Sellers and (ii) the amount recovered from the insurer. (e) After the Closing Date, if it occurs, the Loan parties’ sole and exclusive remedy with respect to any and all claims relating to this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby shall be advanced subject pursuant to the following limitations:indemnification provisions set forth in this Section 9. (af) On Sellers shall not have any liability for Losses which arise as a result of (i) actions taken by or on behalf of Buyer after the Closing Date; (ii) changes in accounting methods or policies of any Company after the Closing Date; (iii) the passing of, or any change in, after the Closing Date, any law or administrative practice of any Governmental Entity in any such case not actually in force as of the date of this Agreement (even if retroactive in effect), including any increase in the tax rates in effect on the date of this Agreement, any real property tax reassessments or the Borrower shall be eligible to receive an advance (imposition of any tax not in effect on the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) date of the “as is” value of the Property; this Agreement or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Trancheany event, occurrence, circumstance or trend, including a diminution in value, related to any Company or any of its businesses, properties, assets, results of operations or financial condition that, to the Lender may require the Borrower to provide the Lender with a new or updated appraisal knowledge of Buyer, exists as of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05date hereof.

Limitations. In addition (a) The Executive Sellers shall have no liability for indemnification under Section 12.02(a) unless and until the aggregate amount of Damages exceeds Fifty Thousand U.S. Dollars ($50,000) (the “Indemnification Deductible”), after which point the Executive Sellers will be obligated to indemnify the Buyer Indemnified Parties only with respect to the limitations aggregate amount of such Damages that is in excess of the Indemnification Deductible; provided, however, that the Indemnification Deductible shall not apply to Damages arising out of or relating to any breaches of the covenants of the Company or the Sellers set forth in Section 2.01 above8.04, any affirmative payment obligations of the Loan Company or the Sellers under this Agreement or any of the Closing Documents to which any of them is a party. The maximum aggregate amount of the Executive Sellers’ liability under Section 12.02(a) will be the amount of the funds contained in the Escrow Account plus the Earnout Amount, if any (the “Indemnification Cap”); provided however that this Indemnification Cap shall be advanced not apply to Damages arising out of relating to any breaches of the covenants of the Company or the Sellers set forth in Section 8.04, any affirmative payment obligations of the Company or the Sellers under this Agreement or any of the Closing Documents to which any of them is a party. For purposes of the indemnifications contained in this Agreement, all of the funds and shares of Buyer Stock subject to the following limitations: (a) On Escrow Agreement and that may be payable as the date Earnout Payment Amount, regardless of this Agreementa Seller’s Percentage, shall be available to satisfy the Executive Sellers’ indemnification obligations up until the point in time that such funds and shares shall have been distributed by the Sellers’ Representative to the various Sellers or be required to be reflected on the stock ledger of the Buyer as beneficially owned by the Sellers individually, after which point, the Borrower indemnification obligations shall be eligible extend only to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) applicable portion of the “as is” value of Purchase Price distributed to the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidExecutive Sellers. (b) The Borrower will be eligible to receive Except as provided in Section 12.05, the remaining portion indemnification obligations of the Loan not advanced Executive Sellers under Section 12.02(a) shall terminate at 11:59 p.m. Eastern Time on the Earnout Payment Date, with the exception of indemnification with respect to those representations and warranties contained in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) Section 3.21, which shall survive until the expiration of the statutory period of limitations applicable to third party claims pertaining to such matters, if later (giving effect to any waiver, mitigation or extension thereof), and, if no such mandatory statutory period of limitations exists, indefinitely; and (ii) Sections 3.06 (Capitalization), which shall survive indefinitely. (c) The Sellers shall have unlimited liability for their indemnification obligations under Section 12.02(b), and such indemnification obligation shall survive the Closing indefinitely. (d) Buyer shall have no liability for indemnification under Section 12.03 unless and until the aggregate amount of all Tranches Damages exceeds an amount equal to the amount of the Indemnification Deductible (the “Buyer Indemnification Deductible”), after which point Buyer will be obligated to indemnify the Seller Indemnified Parties only with respect to the aggregate amount of such Damages in excess of the Buyer Indemnification Deductible; provided, however, that the Buyer Indemnification Deductible shall not apply to Damages arising out of any breaches of the covenants of Buyer set forth in Section 8.04 or any affirmative payment obligations of Buyer as set forth in this Agreement or any of the Buyer Ancillary Documents; and further provided that the aggregate amount of the liability of Buyer under Section 12.03 shall not exceed the original principal amount of the lesser of (i) Ten Three Million Five Hundred Thousand and 00/100 U.S. Dollars ($10,500,000.003,000,000); (ii) seventy percent (70%) . Except as provided in Section 12.05, the indemnification obligations of Buyer under Section 12.03 shall terminate at 11:59 p.m. Eastern Time on the date that is the one-year anniversary of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseClosing Date. (iie) All Future Tranches The limitations provided in this Section 10.4 shall be advanced, if at all, not later than July 9, 2012apply in respect of any Claims for Damages relating to any fraud or intentional misrepresentation of any party hereto. (iiif) The Borrower indemnification provided in Sections 9.03 and 10.02 shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, survive the Lender may require Closing until the Borrower to provide the Lender with a new or updated appraisal expiration of the Propertystatutory period of limitations applicable to third party claims pertaining to such matters, if later (giving effect to any waiver, mitigation or extension thereof), and, if no such mandatory statutory period of limitations exists, indefinitely. Notwithstanding the preceding sentence, any covenant, agreement, representation or warranty in respect of which new or updated appraisal indemnity may be sought under Section 12.02 shall comply with all survive the time at which it would otherwise terminate pursuant to the preceding sentence, if notice of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent inaccuracy or breach thereof giving rise to such right to indemnity shall have been given to the Closing. Notwithstanding anything contained herein Party against whom such indemnity may be sought prior to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05such time.

Limitations. In addition Notwithstanding any other provision in this Article X, ----------- TranSwitch will be entitled to indemnification only to the limitations set forth in Section 2.01 above, extent that the Loan aggregate Indemnifiable Amounts (which shall be advanced subject to the following limitations: (a) On the date determined for all purposes of this Agreement, the Borrower shall be eligible Article X disregarding any qualification in any representation or warranty as to receive an advance (the “Initial Tranche”"materially" or "material") not to exceed the lesser of: (i) Eight Million Five Hundred Twenty Thousand and 00/100 Dollars ($8,500,000.0020,000.00) (the "Threshold Amount"), provided that at such time as the amount to which ---------------- TranSwitch is entitled to be indemnified exceeds the Threshold Amount, TranSwitch shall be entitled to be indemnified up to the full Indemnifiable Amounts including the Threshold Amount. Any claim for Indemnifiable Amounts hereunder shall be offset or reduced by the amount of any insurance proceeds actually received by TranSwitch and/or the Surviving Corporation in respect of such losses; provided, however, that nothing herein shall require TranSwitch or -------- ------- the Surviving Corporation to obtain or maintain any such insurance, nor to proceed against any policies so obtained, in lieu of or prior to obtaining the indemnification provided for in this Article X. The liability of any single Stockholder (iiexcept the Founder) seventy percent (70%) for indemnification obligations after the termination of the “as is” value Escrow Agreement (whether such termination is due to the depletion of amounts held in escrow pursuant to the Property; Escrow Agreement or (iiito the passage of time) shall be further limited to such Stockholder's pro rata share of any Indemnifiable Amounts based on the amount which would result number of shares of TranSwitch Common Stock received by such Stockholder relative to the aggregate number of shares of TranSwitch Common Stock distributed in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if respect of shares of Horizon Common Stock and each Stockholder's aggregate liability for Indemnifiable Amounts shall not exceed such rents were being paid. (b) The Borrower will be eligible to receive the remaining Stockholder's portion of the Loan not advanced Indemnification Escrow Shares; provided, however, that each Stockholder shall be solely responsible for any indemnification related to the payment or non-payment of such Stockholder's withholding or other taxes in connection with the Initial Tranche receipt of shares of Horizon Capital Stock or shares of TranSwitch Common Stock or the Cash Payment or any cash in not more than two (2) additional Tranches (each lieu of fractional shares and that TranSwitch shall be indemnified up to a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction maximum of the following conditions: (i) The aggregate amount number of all Tranches shall not exceed shares of TranSwitch Common Stock and cash received by such Stockholder; further provided, however, that the original principal amount aggregate liability of the lesser Founder for Indemnifiable Amounts arising out of Taxes (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00except withholding Taxes payable by the Stockholders); (ii) seventy percent (70%) , ERISA matters, criminal activity or intentional fraud or willful misstatements or willful omissions by Horizon or the Founder come out of the then “as is” value Founder's portion of the Property; or (iii) an amount which would result Aggregate Consideration. Any Indemnifiable Amounts payable by the Founder pursuant to the preceding sentence will be net of, and in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Trancheaddition to, the Lender may require the Borrower to provide the Lender with a new or updated appraisal Founder's portion of any portion of the Propertyproperty held pursuant to the Escrow Agreement that is payable to TranSwitch; provided, which new or updated appraisal shall comply with all however, that TranSwitch will first seek reimbursement from the Founder of any Indemnifiable Amounts pursuant to the provisions of the requirements of Section 2.05 of this Agreement for Escrow Agreement, but may seek indemnification hereunder with respect to any deficiency in any Indemnifiable Amounts not satisfied by the appraisal required as a condition precedent property held pursuant to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months Escrow Agreement after the Closing Date, the Borrower shall provide the Lender with a new appraisal termination of the Property, which appraisal shall comply with all of the requirements of Section 2.05Escrow Agreement.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On Any indemnification for Losses by Parent or the date of this Agreement, Surviving Corporation pursuant to Section 9.2(a) or Section 10.1(a) shall first be required to be recovered by a reduction in amounts owed under the Borrower shall be eligible Promissory Note. If and to receive an advance (the “Initial Tranche”) extent that it is not possible to exceed satisfy any Losses by reducing the lesser of: (i) Eight Million Five Hundred Thousand amounts owed under the Promissory Note at any time for any reason and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of Equityholders Representative has not satisfied such Losses by paying to Parent or the Property; or (iii) Surviving Corporation funds in the amount which would result in a debt service coverage ratio equal of such Losses that were withheld by it from Equityholders pursuant to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter definedSection 12.1(b), as if then the Stockholder Parties shall indemnify, defend and hold harmless Parent and the Surviving Corporation for such rents were being paidLosses severally based on their respective Indemnity Pro Rata Shares. (b) The Borrower will No claims shall be eligible made by Parent or the Surviving Corporation for indemnification pursuant to receive Section 9.2(a)(i) unless and until the remaining portion aggregate amount of Losses (other than Losses incurred as a result of inaccuracies or breaches of the Loan not advanced Company Fundamental Representations) for which Parent and the Surviving Corporation are entitled to seek to be indemnified pursuant to Section 9.2(a)(i) exceeds $3,500,000, at which time Parent and the Surviving Corporation shall be entitled to indemnification for the amount in excess of such amount, subject to the other limitations set forth in this ARTICLE IX. (c) From and after the time that the claims made by Parent and the Surviving Corporation for indemnification exceed $3,500,000, no claims for indemnification may be made by Parent or the Surviving Corporation pursuant to Section 9.2(a)(i) for any individual item or series of related items where the Losses (other than Losses incurred as a result of inaccuracies or breaches of the Company Fundamental Representations) with respect to such item or series of related items (in the Initial Tranche aggregate ) are less than $50,000. (d) Notwithstanding anything to the contrary in this Agreement, the aggregate amount of any and all payments required to be made by all Equityholders pursuant to this ARTICLE IX (other than any amounts owed as a result of a breach of Section 10.5(b)) and ARTICLE X, by means of a reduction of the principal amount of the Promissory Note in accordance with this Agreement or otherwise, shall not exceed Forty Five Million Dollars ($45,000,000), and Parent and the Surviving Corporation shall not be entitled to any indemnification under this ARTICLE IX and ARTICLE X in excess of such amount. (e) All indemnification payments made pursuant to this ARTICLE IX shall be made on an after-tax basis. Accordingly, in determining the Losses incurred or suffered by an Indemnified Party hereunder, the amount of such Losses shall be (i) increased to take into account any additional Tax cost incurred by such Indemnified Party arising from the receipt of applicable indemnification payments hereunder and (ii) decreased to take into account any deduction, credit or other Tax benefit actually realized by such Indemnified Party with respect to the receipt of applicable indemnification payments hereunder. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of applicable indemnification payments hereunder or the incurrence or payment relating to any Losses; provided that, if any such Tax cost or Tax benefit is not realized in the taxable period during which the Indemnifying Party makes an indemnification payment or the Indemnified Party incurs any Losses, the Parties shall thereafter make payments to one another at the end of each subsequent taxable period to reflect the net Tax costs or Tax benefits realized by the Parties in each such subsequent taxable period. (f) Any Indemnified Party that becomes aware of any Losses for which it seeks indemnification under this ARTICLE IX shall be required to use commercially reasonable efforts to mitigate such Losses, including seeking all available insurance; provided that the Indemnified Party shall not be required to initiate litigation against any then-current customer, supplier, vendor or other Person (in each case, other than an insurance provider) having a business relationship with such Indemnified Party or any of its Affiliates. (g) The Losses suffered by any Indemnified Party shall be calculated after giving effect to any insurance proceeds actually recovered by the Indemnified Party from insurance providers under available insurance policies, net of (i) all out-of-pocket costs and expenses relating to collection from such insurers, (ii) any deductibles associates therewith and (iii) any increase in premiums resulting therefrom. (h) Notwithstanding the fact that any Indemnified Party may have the right to assert claims for indemnification under or in respect of more than two (2) additional Tranches (each one provision of this Agreement in respect of any fact, event, condition or circumstance, no Indemnified Party shall be entitled to recover the amount of any Losses suffered by such Indemnified Party more than once, regardless of whether such Losses may be as a “Future Tranche” and collectively result of a breach of more than one representation, warranty or covenant. Without limiting the “Future Tranches”) upon satisfaction generality of the following conditions:foregoing, no Indemnified Party shall be able to recover any Loss for which it is otherwise entitled to indemnification under this Agreement if such Loss has already been taken into account in determining the Closing Net Working Capital pursuant to Section 2.6. (i) The aggregate amount Except for claims for injunctive and other equitable relief, the sole and exclusive remedy of all Tranches shall not exceed any Indemnified Party for money damages for any matters relating to this Agreement or the original principal amount consummation of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) transactions contemplated hereby shall be the rights to indemnification set forth in this ARTICLE IX. No officer, director, manager, employee, Affiliate, advisor or other representative of the then “Company or any of its Subsidiaries shall have any Liability under or with respect to this Agreement solely in their capacity as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leasesuch. (iij) All Future Tranches No party shall be advanced, if at all, not later than July 9, 2012entitled to be indemnified hereunder with respect to any Losses that are in the nature of exemplary or punitive damages (except to the extent such damages are awarded in a Third-Party Claim). (iiik) The Borrower limitations on indemnification contained in this Section 9.3 shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, not apply in the Lender may require the Borrower to provide the Lender with a new case of fraud or updated appraisal willful misconduct of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05Indemnifying Party.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On An Indemnifying Person shall have no liability under this Article unless notice of a claim for indemnity (a "Notice"), shall have been given within the date of this AgreementSurvival Period. Notwithstanding the foregoing, the Borrower Stockholders' liability with respect to the Specific Liability shall be eligible to receive an advance (continue until the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) occurrence of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidResolution Event. (b) The Borrower will No Purchaser's Indemnified Person shall be eligible entitled to receive indemnification from the remaining portion of Company and/or the Loan not advanced in Stockholders pursuant to Section 9.1 hereof (other than claims with respect to the Initial Tranche in not more than two Specific Liability, which shall be governed by subsection (2e) additional Tranches (each a “Future Tranche” below) unless and collectively until the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed Losses for which indemnification would (but for the original principal amount limitation of this sentence) be required to be paid by the lesser of Company and/or the Stockholders hereunder exceeds $150,000 (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00the "Loss Threshold"); (ii) seventy percent (70%) of , after which the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches Purchaser's Indemnified Persons shall be advancedentitled to recover for all Losses for which indemnification is required to be paid hereunder, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, including amounts used in satisfying the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the ClosingLoss Threshold. Notwithstanding anything contained herein to the contrary, if with the requested Future Tranche is more than eighteen exception of claims based on fraud or knowing or intentional misrepresentation or claims with respect to the Specific Liability, in no event shall the aggregate liability of the Stockholders hereunder exceed the value of the General Liability Escrow Shares, and the liability of any individual Stockholder under this Article IX shall not exceed the Stockholder's pro rata share of the number of shares of Purchaser Common Stock deposited into the escrow account pursuant to the General Liability Escrow Agreement. The General Liability Escrow Shares shall be the sole and exclusive remedy for any claims, demands, actions or causes of action (18except for claims based on fraud or intentional misrepresentation or claims with respect to the Specific Liability) calendar months after by any of the Closing DatePurchasers' Indemnified Persons hereunder. Except for claims based on fraud or intentional misrepresentation or claims with respect to the Specific Liability, the Borrower Stockholders shall provide have no further obligations under Article IX of this Agreement at the Lender with a new appraisal earlier of the Property, which appraisal shall comply with time when all of the requirements General Liability Escrow Shares have been distributed or are required to be distributed pursuant to this Agreement and the General Liability Escrow Agreement. Notwithstanding anything herein to the contrary, there shall be no limitation on the indemnification liability of individual Stockholders for breaches of representations or covenants made in their respective Stockholder Letters or Affiliate Letters, as applicable. (c) The Stockholders' liability with respect to the Specific Liability shall not be subject to the Loss Threshold. Notwithstanding anything herein to the contrary, in no event shall the aggregate liability of the Stockholders with respect to the Specific Liability exceed the value of the Specific Liability Escrow Shares, and the liability of any individual Stockholder for the Specific Liability shall not exceed the Stockholder's pro rata share of the number of shares of Purchaser Common Stock deposited into the escrow account pursuant to the Specific Liability Escrow Agreement. The Specific Liability Escrow Shares shall be the sole and exclusive remedy for any claims, demands, actions or causes of action by any of the Purchasers' Indemnified Persons with respect to the Specific Liability. The Stockholders shall have no further obligations with respect to the Specific Liability upon the occurrence of a Resolution Event. (d) No Company's Indemnified Person shall be entitled to indemnification from Purchaser and/or Newco pursuant to Section 2.059.2 hereof unless and until the aggregate of all Losses for which indemnification would (but for the limitation of this sentence) be required to be paid by Purchaser and/or Newco hereunder exceeds the Loss Threshold, after which the Company's Indemnified Persons shall be entitled to recover for all Losses for which indemnification is required to be paid hereunder, including amounts used in satisfying the Loss Threshold. Notwithstanding anything herein to the contrary, with the exception of claims based on fraud or knowing or intentional misrepresentation, in no event shall the aggregate liability of Purchaser and Newco hereunder exceed $4,000,000 ("Loss Ceiling"), and neither Purchaser nor Newco shall have any further obligations under Article IX of this Agreement at the earlier of the time when Purchaser has paid and/or is obligated to pay indemnification hereunder in amounts equal in the aggregate to the Loss Ceiling. (e) In calculating the amount of any Loss for which any Indemnifying Person is liable under this Article IX, there shall be taken into consideration the amount of any insurance recoveries, net of any amounts which are in effect self-insured, whether through deductibles, co- payments, retention amounts, retroactive premium adjustments or other similar adjustments, the Indemnified Person in fact receives as a direct consequence of the circumstances to which the Loss related or from which the Loss resulted or arose. (f) In addition to the rights and remedies of the parties specifically provided for by this Article, each party hereto shall have such other equitable remedies as shall be available under applicable law or in equity for the other party's breach of the representations and warranties contained herein, or the failure to perform any of its covenants, agreements or obligations under or contained in this Agreement or in any document furnished or delivered pursuant hereto; provided, however, that with respect to any remedy providing for the recovery of monetary damages, any such recovery shall be subject to the limitations contained in this Article, except for claims based on fraud or knowing or intentional misrepresentation.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On the date Notwithstanding any other provision of this Agreement, the Borrower rights of the Parties to be indemnified and held harmless under this Agreement shall be eligible to receive an advance limited as follows: 67350961.11 (a) Any claim for indemnification must be asserted before the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) expiration of the “as is” value applicable Survival Period set forth in Section 8.1; provided, however, in the event written notice of any specifically identified claim for indemnification shall have been given to the Indemnifying Party within the applicable Survival Period, the provisions that are the subject of the Property; or (iii) the amount which would result in a debt service coverage ratio equal indemnification claim shall survive with respect to or greater than the required Debt Service Coverage Ratio on an “such claims until such time as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidclaim is finally resolved. (b) The Borrower will be eligible Other than with respect to receive the remaining portion claims relating to breaches of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditionsany Fundamental Representations or Special Representations: (i) The aggregate no Party shall have any Liability for Damages pursuant to Section 8.2(a) or Section 8.3(a), as applicable, until the total of all Damages incurred by the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, exceeds $100,000, in which event the applicable Indemnifying Party shall only be liable for the Damages in excess of such threshold amount; (ii) the Liability of each Owner to Buyer Indemnified Parties for Damages pursuant to Section 8.2(a) shall not exceed such Owner’s Percentage Interest of 20% of the amount of all Tranches the Purchase Price actually paid to Sellers; and (iii) the Liability of Buyer to Seller Indemnified Parties for Damages pursuant to Section 8.3(a) shall not exceed an amount equal to 20% of the Purchase Price. (c) With respect to claims relating to breaches of any Fundamental Representations or Special Representations, or based on fraud: (i) the Liability of each Owner to Buyer Indemnified Parties for Damages pursuant to Section 8.2(a) shall not exceed such Owner’s Percentage Interest of the amount of the Purchase Price actually paid to Sellers; and (ii) the Liability of Buyer to Seller Indemnified Parties for Damages pursuant to Section 8.3(a) shall not exceed the original principal Purchase Price. (d) Subject to the other limitations described in this Section 8.4, and except for breaches by an individual Owner of any covenant that, by its nature, can be breached on an individual basis (including covenants described in Section 6.3), Buyer may only recover from an Owner such Owner’s Percentage Interest of the collective Liability of Owners for Damages under this Article VIII. Buyer may bring a separate action against any one or more Owners with respect to any such Liability. (e) In calculating amounts payable to an Indemnified Party under this Agreement, the amount of any Damages shall be determined without duplication of any other Damages for which an indemnification claim has been made under any other representation, warranty, covenant or agreement. 67350961.11 (f) In calculating amounts payable to any Indemnified Party under this Agreement, the lesser amount of any Damages shall be determined net of any amounts actually recovered by any Indemnified Party under insurance policies (provided that, any deductible or co-payment or increase in premiums shall constitute additional Damages payable to the Indemnified Party) or under any third-party Contracts (“Collateral Sources”) regarding such Damages, provided, that, nothing in this Section 8.4(f) shall (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); require an Indemnified Party to proceed or seek action or recovery from any Collateral Sources as a requirement hereunder or as a condition to seeking or recovering indemnification from any Indemnifying Party hereunder, or (ii) seventy percent (70%) be construed or interpreted as a guaranty of the then “any level or amount of insurance recovery with respect to any Damages hereunder or as is” value of the Property; a requirement to maintain any insurance or (iii) an amount which would result in to make any claim for insurance as a debt service coverage ratio equal condition to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Leaseany indemnification hereunder. (iig) All Future Tranches Any Indemnified Parties shall be advanced, if at all, not later than July 9, 2012make reasonable efforts to mitigate any Damages in accordance with applicable Law. (iiih) The Borrower shall enter into and execute an Interest Rate Protection Agreement No Indemnified Party will be entitled to indemnification pursuant to Section 8.2 for any (i) punitive Damages (except to the extent paid to third parties in connection with a third party claim or paid or awarded to any Governmental Authority) or (ii) Damages of a type that would not be reasonably foreseeable by the Parties as hereinafter defined) and such additional documentation as is necessary thereto for each Future Trancheof the Effective Time or the Closing Date to result from a breach of any representation, warranty, covenant or other obligation or agreement of any Party hereunder. (ivi) For each requested Future Tranche, the Lender may require the Borrower The Buyer Indemnified Parties will not be entitled to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of indemnification pursuant to Section 2.05 of this Agreement 8.2 for the appraisal required as a condition precedent Damages to the Closing. Notwithstanding anything contained herein extent that any Buyer Indemnified Party has been previously compensated therefor pursuant to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.052.3.

Limitations. In addition to All obligations of the limitations set forth in Converting Holders under this Section 2.01 above, the Loan shall be advanced 10.2 are subject to the following limitationseach applicable limitation below: (ai) On In no event will: (A) the date aggregate amount of indemnification paid by the Company for all Company Indemnifiable Matters owed to Purchaser Indemnitees pursuant to Section 10.2(a) (other than with respect to breach of Fundamental Company Representations and Company Tax Representations) exceed $50,000,000; (B) the aggregate amount of indemnification paid by the Company for all other Company Indemnifiable Matters owed to Purchaser Indemnitees exceed the Purchase Price actually received by such Converting Holder and (B) any payment for Company Indemnifiable Matters (other than with respect to Fundamental Company Representations and Company Tax Representations) be made to any Purchaser Indemnitee unless and until the aggregate amount of all such payments owed by the Company with respect to all such Claims equals at least $1,000,000, in which case all such Claims shall be paid from the first dollar; provided, however, that in no event will any of the Limitations apply to any Losses arising out of or relating to any Fraud. (ii) Subject to the Limitations, the Company will be jointly and severally liable to Purchaser Indemnitees for any and all Company Indemnifiable Matters. Subject to the Limitations, each Converting Holder shall only be liable for his, her or its Pro Rata Share of the indemnifiable Losses. (iii) Subject to the Limitations, all indemnification payments required to be made to any Purchaser Indemnitee in respect of Company Indemnifiable Matters by the Company will be paid at each Converting Holder’s discretion, in cash or Purchaser Shares. If paid in Purchaser Shares, the value of such Purchaser Shares shall be at the price per share attributed for the Closing. ​ (iv) Notwithstanding any other provision of this Agreement, the Borrower Converting Holders shall be eligible not have any liability or indemnification obligation with respect to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); the amount or availability of or any limitation on any net operating loss, capital loss, Tax credit, Tax basis or other Tax attribute of the Company or any of its Subsidiaries, or (ii) seventy percent (70%) any Taxes of the “as is” value of Purchaser or its Affiliates (including the Property; or (iiiCompany and its Subsidiaries) the amount which would result in a debt service coverage ratio equal with respect to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paid. (b) The Borrower will be eligible to receive the remaining portion of the Loan not advanced in the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall comply with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months any taxable period beginning after the Closing Date. (v) For purposes of determining the amount of indemnifiable Losses hereunder, but not for purposes of determining whether the Company representation or warranty is inaccurate or has been breached, the Borrower terms “material,” “materiality,” “Material Adverse Effect” and words of similar import will be disregarded; provided, however, that the foregoing materiality limitation will not (A) affect any “knowledge” qualifiers, or (B) apply to limit any list within representations and warranties calling for scheduling of “material” items. (vi) Purchaser shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with use commercially reasonable efforts to mitigate all of the requirements of Losses that are indemnifiable pursuant to this Section 2.0510.2.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) On From and after the date of this AgreementEffective Time, the Borrower neither Parent nor Merger Subsidiary shall be eligible entitled to receive an advance (indemnification from and against any Losses caused by the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) breach of any representation or warranty of the “as is” value Holders or the Company under Section 12.2 (A) until Parent and Merger Subsidiary have suffered aggregate Losses by reason of all breaches in excess of $200,000 (after which point, subject to clause (B) below, Parent and Merger Subsidiary will be entitled to indemnification from and against all subsequent Losses), (B) to the Property; extent Losses suffered by Parent or (iii) the amount Merger Subsidiary and for which would result in a debt service coverage ratio Parent or Merger Subsidiary have received payments pursuant to this Article 12 equal to $5,460,000 (after which point neither Parent nor Merger Subsidiary will be entitled to any further indemnification from and against any other such Losses). All calculations of Losses shall be determined without regard to any Material Adverse Effect qualification contained in any representation, warranty or greater than covenant giving rise to the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidclaim for indemnity hereunder. (b) The Borrower From and after the Effective Time, the Parent shall not have any obligation under Section 12.3 above to indemnify the Holders or the Company from and against any Losses caused by the breach of any representation or warranty of Parent or Merger Subsidiary (A) until the Holders and the Company have suffered aggregate Losses by reason of all breaches in excess of $200,000 (after which point, subject to clause (B) below, Parent will be eligible obligated to receive indemnify the remaining portion of Holders and the Loan not advanced in Company from and against all subsequent Losses), (B) to the Initial Tranche in not more than two (2) additional Tranches (each a “Future Tranche” extent Losses suffered by the Holders or the Company and collectively for which the “Future Tranches”) upon satisfaction of Holders and the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio Company have received payments pursuant to this Article 12 equal to $5,460,000 (after which point Parent will not have any obligation to indemnify the Holders or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under Company from and against any other such Losses). All calculations of Losses shall be determined without regard to any Material Adverse Effect qualification contained in any representation, warranty or covenant giving rise to the Master Leaseclaim for indemnity hereunder. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iiic) The Borrower limitations set forth in paragraph 12.8(a) above and in Section 12.7 shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, not apply with respect to a breach by the Lender may require the Borrower to provide the Lender with a new Company or updated appraisal any Holder of the Propertyrepresentations and warranties set forth in Sections 4.5, which new 4.16, 4.17, 4.22 or updated appraisal shall comply with all 5.3 or a breach of the requirements of agreement set forth in Section 2.05 of this Agreement 13.3. The limitation set forth in paragraph 12.8(a)(A) above shall not apply with respect to claims for the appraisal required as a condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18indemnification under Section 12.2(a)(ii) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05above.

Limitations. (a) The Indemnitor shall be obligated to indemnify the Indemnitee under Section 9.1(a) or Section 9.1(b), as applicable, only when -------------- -------------- the aggregate of all Losses suffered or incurred by the Indemnitee as to which a right of indemnification is provided under this Article 9 exceeds $500,000 (the "Threshold Amount"). After the aggregate of all indemnifiable ---------------- Losses suffered or incurred by the Indemnitee exceeds the Threshold Amount, the Indemnitor shall be obligated to indemnify the Indemnitee for all Losses in excess of the Threshold Amount. In addition to no event shall the aggregate liability of Seller under this Article 9 exceed $50,000,000. The limitations set forth in this Section 2.01 above9.6 shall not apply to Losses that are indemnifiable under ----------- Sections 9.1(a)(ii) through (ix) or Section 9.1(b)(ii) through (iv) or under -------------------------------- ------------------------------- the Tax Deed or result from the fraud or intentional misrepresentation of Seller or Purchaser under this Agreement or arise under Sections 4.14, 4.19, -------------------- 4.20 and 4.32 and such Losses shall not be considered in determining whether ------------- the Loan shall be advanced subject to the following limitations: (a) On the date of this Agreement, the Borrower shall be eligible to receive an advance (the “Initial Tranche”) not to exceed the lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (70%) of the “as is” value of the Property; or (iii) the amount which would result in a debt service coverage ratio equal to or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under the Master Lease (as hereinafter defined), as if such rents were being paidThreshold Amount has been reached. (b) The Borrower will Indemnitor shall not be eligible to receive the remaining portion liable for Losses in excess of the Loan actual out-of-pocket Losses suffered by the Indemnitee as a result of the act, circumstance, or condition for which indemnification is sought net of any insurance proceeds actually received by the Indemnitee as a result of the Losses for which indemnification is claimed. Seller shall not advanced be liable for any Losses if and to the extent such Losses were set forth or otherwise reflected in the Initial Tranche Final Working Capital, and such Losses should not be considered in not more than two (2) additional Tranches (each a “Future Tranche” and collectively determining whether the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (70%) of the then “as is” value of the Property; or (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master LeaseThreshold Amount has been reached. (iic) All Future Tranches Seller shall be advanced, if at all, not later than July have no right of contribution from Target with respect to any Losses paid or payable by Seller as a Indemnitor under the provisions of Article 9, 2012. (iiid) The Borrower shall enter into Where any Purchaser Indemnitee has a claim under this Section 9 or the Tax Deed and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranchein addition, any other Purchaser Indemnitee has a claim in respect of the same matter under Section 9 or under the Tax Deed, the Lender may require Seller shall not be obligated to pay any amount to the Borrower extent such payment would cause the Purchaser Indemnitees to provide the Lender with a new or updated appraisal receive an aggregate amount which is in excess of the Property, which new or updated appraisal shall comply losses suffered by all Purchaser Indemnitees with all of the requirements of Section 2.05 of this Agreement for the appraisal required as a condition precedent respect to the Closing. Notwithstanding anything contained herein to the contrary, if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall provide the Lender with a new appraisal of the Property, which appraisal shall comply with all of the requirements of Section 2.05such claim.