Common use of Indemnification Generally Clause in Contracts

Indemnification Generally. The Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification.

Indemnification Generally. The Trust Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacity, the "Indemnifying Party") shall indemnify each of its Trustees and officers (including persons who serve at hold harmless JPMSI and the Trust’s request as Initial Backstop Parties, their respective affiliates and their respective officers, directors, officers employees, agents, advisors and controlling persons (each an "Indemnified Person") from and against any and all losses, claims, damages, liabilities joint or trustees of another organization in several, to which the Trust has any interest as a shareholdersuch Indemnified Person may become subject arising out of, creditor relating to, or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense any claim, challenge, litigation, investigation or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except proceeding with respect to the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or any matter breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to which any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Covered Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have been finally adjudicated any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a decision on result of the merits in Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any such actionIndemnified Person to the extent that any losses, suit claims, damages, liability or other proceeding not expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have acted resulted solely from the gross negligence or willful misconduct of such Indemnified Person in good faith performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered foregoing. No Indemnified Person shall be indemnified against liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason benefit of willful misfeasanceany successors, bad faithassigns, gross negligence or reckless disregard heirs and personal representatives of the duties involved in the conduct of such Covered Indemnifying Party and any Indemnified Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification.

Indemnification Generally. The Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not interested persons Interested Persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, opinion shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification.

Indemnification Generally. The Trust Subject to the approval of this Agreement by the Bankruptcy Court, whether or not the Rights Offering is consummated or this Agreement or the Purchase Commitment of any Backstop Purchaser is terminated, the Company (in such capacity, the “Indemnifying Party”) shall indemnify each of its Trustees and officers (including persons who serve at hold harmless the Trust’s request as Backstop Purchasers and their respective officers, directors, officers or trustees of another organization in which the Trust has any interest as a shareholderemployees, creditor or otherwise) agents, advisors, counsel, representatives, controlling Persons and affiliates (hereinafter referred to as a each an “Covered Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, including but not limited joint or several (“Losses”), to amounts paid in satisfaction which any such Indemnified Person may become subject arising out of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense any claim, challenge, litigation, investigation or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except proceeding with respect to the Rights Offering, the Purchase Commitments, this Agreement, the Ancillary Agreements or the Transactions, including without limitation, payment of the Commitment Premium, distribution of Rights, purchase and sale of Common Shares in the Rights Offering and purchase and sale of Common Shares and Preferred Shares pursuant to the Purchase Commitments or any matter breach of the Company of this Agreement or the Ancillary Agreements (a “Claim”), regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any reasonable legal or other reasonable out-of-pocket expenses as they are incurred in connection with investigating, responding to or defending any of the foregoing, provided, however, that the foregoing indemnification will not, as to which such Covered Person shall have been any Indemnified Person, apply to Losses to the extent that they are finally adjudicated in a decision on the merits in any such action, suit or other proceeding not judicially determined to have acted in good faith in resulted from the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard willful misconduct on the part of such Indemnified Person or have resulted from a material breach by such Indemnified Person of the duties involved terms of this Agreement or the Ancillary Agreements. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such Loss in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. It is hereby agreed that the relative benefits to the Indemnifying Party on the one hand and all Indemnified Persons on the other hand shall be deemed to be in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person same proportion as (but excluding amounts paid in satisfaction of judgments, in compromise i) the total value received or as fines or penalties), may proposed to be paid from time to time received by the Trust in advance Company pursuant to the sale of Common Shares and Preferred Shares contemplated by this Agreement bears to (ii) the final disposition of Commitment Premium payable to the Backstop Purchasers. The Indemnifying Party also agrees that no Indemnified Person shall have any such actionliability based on their comparative or contributory negligence or otherwise to the Indemnifying Party, suit or proceeding upon receipt of an undertaking by or any person asserting claims on behalf of such Covered or in right of any of the Indemnifying Party, or any other person in connection with any Claim, except as to any Indemnified Person to repay amounts so paid the extent that any Losses incurred by the Company are finally judicially determined to have resulted from bad faith, gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Ancillary Agreements; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the Trust if foregoing. Furthermore, the Company hereby agrees that it is ultimately determined that indemnification shall not seek indirect, consequential or punitive damages as a result of such expenses is not authorized any breach of the terms hereof. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust Section 8 shall be insured against losses arising by reason in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of such Covered Person’s failure to fulfill his or her undertakingany successors, or (c) a majority assigns, heirs and personal representatives of the Trustees who are disinterested persons Indemnifying Party and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnificationany Indemnified Person.

Indemnification Generally. The Trust shall Company hereby agrees to indemnify and hold harmless MDB, its directors, officers, agents, employees, members, affiliates, subsidiaries, counsel, and each other person or entity who controls MDB or any of its Trustees affiliates within the meaning of Section 15 of the Securities Act (collectively, the “Indemnified Parties”) to the fullest extent permitted by law from and officers against any and all losses, claims, damages, expenses, or liabilities (including persons who serve at the Trust’s request as directors, officers or trustees of another organization actions in which the Trust has any interest as a shareholder, creditor or otherwiserespect thereof) (hereinafter referred “Losses”), joint or several, to as a “Covered Person”) against all liabilities which they or any of them may become subject under any statute or at common law, and expenses, to reimburse such Indemnified Parties for any reasonable legal or other expense (including but not limited to amounts paid in satisfaction the cost of judgmentsany investigation, in compromise or as fines and penaltiespreparation, and counsel fees reasonably response to third party subpoenas) incurred by any Covered Person them in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court litigation or administrative or legislative bodyregulatory action (“Proceeding”), whether pending or threatened, and whether or not resulting in which any liability, insofar as such Covered Person losses, claims, liabilities, or litigation arise out of or are based upon (1) the Offering of Company securities contemplated by the Engagement Agreement or subsequent agreement between the Company and MDB; (2) any untrue statement or alleged untrue statement of any material fact contained in the private placement memorandum, offering materials, registration statement, or other offering or selling document (as may be amended or may have been involved as a party supplemented and including any information incorporated therein by reference, the “Company Documentation”), or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit other written or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking oral communication provided by or on behalf of the Company to any actual or prospective purchaser of securities as contemplated by the Engagement Agreement), unless such Covered Person untrue statement or alleged untrue statement arises solely from information supplied by any members, officers, agents or employees of MDB, in writing specifically for use therein; or (3) the omission or alleged omission to repay amounts so paid state in the Company Documentation a material fact required to be stated therein or necessary to make the Trust if it is ultimately determined that indemnification statements therein, in light of such expenses is the circumstances under which they were made, not authorized under this Article VII, misleading; provided, however, that the indemnity provisions herein shall not apply to (ai) amounts paid in settlement of any such Covered Person shall provide security for his or her undertakinglitigation if such settlement is effected without the consent of the Company, (b) the Trust shall which consent will not be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertakingunreasonably withheld, or (cii) a majority Losses arising from the willful misconduct or gross negligence of the Trustees who are disinterested persons Indemnified Parties; and who are not interested persons of the Trust (provided that the Company will not be responsible for the fees and expenses of more than one counsel to all Indemnified Parties, in addition to appropriate local counsel, unless in the reasonable judgment of any Indemnified Party there exists a majority potential conflict of interest which would make it inappropriate for one counsel to represent all such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnificationIndemnified Parties.

Indemnification Generally. The Trust Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacity, the "Indemnifying Party") shall indemnify each of its Trustees and officers (including persons who serve at hold harmless JPM and the Trust’s request as Initial Backstop Parties, their respective affiliates and their respective officers, directors, officers employees, agents, advisors and controlling persons (each an "Indemnified Person") from and against any and all losses, claims, damages, liabilities joint or trustees of another organization in several, to which the Trust has any interest as a shareholdersuch Indemnified Person may become subject arising out of, creditor relating to, or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense any claim, challenge, litigation, investigation or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except proceeding with respect to the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or any matter breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to which any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Covered Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have been finally adjudicated any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a decision on result of the merits in Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any such actionIndemnified Person to the extent that any losses, suit claims, damages, liability or other proceeding not expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have acted resulted solely from the gross negligence or willful misconduct of such Indemnified Person in good faith performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered foregoing. No Indemnified Person shall be indemnified against liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason benefit of willful misfeasanceany successors, bad faithassigns, gross negligence or reckless disregard heirs and personal representatives of the duties involved in the conduct of such Covered Indemnifying Party and any Indemnified Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification.

Indemnification Generally. The Trust Subject to the approval of this Agreement by the Bankruptcy Court, whether or not the Rights Offering is consummated or this Agreement or the Backstop Commitment is terminated, the Company (in such capacity, the “Indemnifying Party”) shall indemnify each of its Trustees and officers (including persons who serve at hold harmless the Trust’s request as Investors and their respective officers, directors, officers or trustees of another organization in which the Trust has any interest as a shareholderemployees, creditor or otherwise) agents, controlling persons and affiliates (hereinafter referred to as a each an “Covered Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, including but not limited joint or several, to amounts paid in satisfaction which any such Indemnified Person may become subject arising out of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense any claim, challenge, litigation, investigation or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except proceeding with respect to the Rights Offering, the Backstop Commitment, the Transaction Documents, the Registration Statement, the Prospectus or the transactions contemplated thereby, including without limitation, payment of the Backstop Fee or the Extension Fees, if any, distribution of Rights, purchase and sale of Shares in the Rights Offering and purchase and sale of Shares pursuant to the Backstop Commitment or the Registration Rights Agreement, or any matter breach of the Company of this Agreement or the Registration Rights Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any reasonable legal or other reasonable out-of-pocket expenses as they are incurred in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to which such Covered Person shall have been any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are finally adjudicated in a decision on the merits in any such action, suit or other proceeding not judicially determined to have acted in good faith in the reasonable belief that resulted from (i) any breach of this Agreement by such Covered Indemnified Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, (ii) bad faith, gross negligence or reckless disregard willful misconduct on the part of the duties involved such Indemnified Person or (iii) statements or omissions in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by Registration Statement or Prospectus or any such Covered Person (but excluding amounts paid amendment or supplement thereto made in satisfaction of judgments, reliance upon or in compromise or as fines or penalties), may be paid from time conformity with information relating to time by the Trust Investors furnished to the Company in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking writing by or on behalf of the Investors expressly for use in the Registration Statement or Prospectus or any amendment or supplement 21 thereto. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Covered Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to repay amounts so reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. It is hereby agreed that the relative benefits to the Indemnifying Party on the one hand and all Indemnified Persons on the other hand shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by the Company pursuant to the sale of Shares contemplated by this Agreement bears to (ii) the Backstop Fee and Extension Fees paid or proposed to be paid to the Trust if it is ultimately Investors. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Rights Offering, the Backstop Commitment, the Transaction Documents, the Registration Statement, the Prospectus or the transactions contemplated thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by the Company are finally judicially determined that indemnification to have resulted from ( i) bad faith, gross negligence or willful misconduct of such expenses is not authorized Indemnified Person in performing the services that are the subject of this Agreement or the Registration Rights Agreement or (ii) statements or omissions in the Registration Statement or Prospectus or any amendment or supplement thereto made in reliance upon or in conformity with information relating to the Investors furnished to the Company in writing by or on behalf of the Investors expressly for use in the Registration Statement or Prospectus or any amendment or supplement thereto; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. Notwithstanding the foregoing, each of the parties hereto may enforce the terms of this Agreement and may seek indirect, consequential and other damages as a result of any breach of the terms hereof. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust Section 8 shall be insured against losses arising by reason in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of such Covered Person’s failure to fulfill his or her undertakingany successors, or (c) a majority assigns, heirs and personal representatives of the Trustees who are disinterested persons Indemnifying Party and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnificationany Indemnified Person.

Indemnification Generally. The Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide appropriate security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not interested persons Interested Persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, opinion shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification.

Indemnification Generally. (a) By the Seller and the Principal Shareholders. The Trust shall Seller and the Principal Shareholders agree, jointly and severally, to be responsible for, pay, indemnify each of its Trustees and officers (including persons who serve at the Trust’s request as hold harmless Purchaser and Xxxxxx and their respective directors, officers or trustees of another organization in which officers, employees and agents (the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered PersonPurchaser Indemnified Parties”) from, against and in respect of, the full amount of any and all liabilities liabilities, damages, claims, deficiencies, fines, assessments, losses, Taxes, penalties, interest, costs and expenses, including but not limited to amounts paid in satisfaction including, without limitation, reasonable fees and disbursements of judgmentscounsel (collectively, “Losses”) arising from, in compromise connection with, or as fines incident to: (i) any breach, or inaccuracy of any of the representations or warranties of the Seller or the Principal Shareholders contained in this Agreement or any of the Seller Ancillary Agreements, the Shero Employment Agreement, or any other agreement referred to herein or delivered at or prior to the Closing; (ii) any breach of Seller or the Principal Shareholders of any covenants or agreements contained in this Agreement or any of the Seller Ancillary Agreements, the Shero Employment Agreement, or any other agreement referred to herein and delivered at to the Closing; (iii) any failure by the Seller or the Principal Shareholders to perform any obligations contained in this Agreement or any of the Seller Ancillary Agreements, the Shero Employment Agreement, or any other agreement referred to herein and delivered at to the Closing; (iv) any liability resulting from any litigation involving the Seller, if no accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet or if an accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet, to the extent such liability exceeds the accrual for such liability set forth on the Closing Date Balance Sheet, regardless of whether or not such litigation was disclosed by the Seller on Schedule 4.6; (v) any and all Taxes and related penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit interest or other proceeding, whether civil charges for any unaccrued or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except unreported Tax liabilities with respect to the Seller or the Purchased Assets for all periods prior to or including the Closing Date; (vi) any matter as and all claims or liabilities, other than Assumed Liabilities, arising out of, relating to, resulting from or caused (whether in whole or in part) by any transaction, event, condition, occurrence, situation, omission, or failure to which such Covered Person shall have been finally adjudicated in a decision on the merits comply with Applicable Law in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability way relating to the Trust Purchased Assets, the Seller or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Business arising or occurring on or prior to the Closing Date without regard to whether such Covered Person’s office. Expensesclaim exists on the Closing Date or arises at any time thereafter; (vii) any failure of the Seller or the Principal Shareholders to perform or satisfy any liability or obligation of the Seller of any nature, fixed, absolute, accrued, contingent, or otherwise, not assumed hereunder by the Purchaser, including counsel fees so incurred by any such Covered Person Excluded Liability, (but excluding amounts paid in satisfaction of judgments, in compromise viii) any and all claims or as fines liabilities resulting from or penalties), may be paid from time to time by the Trust in advance arising out of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid Seller Leases prior to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertakingClosing Date, (bix) any claim or liability arising out of or related to the Trust shall be insured against losses arising by reason of such Covered PersonSeller’s failure to fulfill his obtain any consent set forth on Schedule 4.3 hereto; and (x) any and all actions, suits, proceedings, demands, assessments or her undertakingjudgments, or (c) a majority costs and expenses incidental to any of the Trustees who are disinterested persons and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnificationforegoing.

Indemnification Generally. The Trust (a) Except as otherwise limited by this Article VIII, the Seller shall indemnify each of its Trustees indemnify, reimburse and officers hold harmless the Buyer and any successor or assigns thereof, and their respective directors, members, managers, shareholders, officers, employees, consultants and agents (the “Buyer Protected Parties”), from and against any and all claims, losses, liabilities, damages, costs (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwisecourt costs) and expenses (including reasonable attorneys’ and accountants’ fees) (hereinafter referred to “Buyer Loss” or “Buyer Losses”) asserted against, imposed upon, suffered by, or incurred by any of the Buyer Protected Parties as a “Covered Person”result of, or with respect to, or arising from (i) against any breach or inaccuracy of any representation or warranty of the Seller set forth in this Agreement; (ii) any breach of or noncompliance by the Seller with any covenant or agreement of the Seller contained in this Agreement or in any other Transaction Document (other than the Manufacturing and Supply Agreement or the Transition Services Agreement); (iii) any and all Excluded Liabilities; (iv) any and all liabilities and expensesobligations arising out of any breach by the Seller of any Assumed Contract; (v) any and all claims asserted by the Seller’s creditors, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person except where such claims are in connection with liabilities or obligations expressly assumed by the defense Buyer pursuant to the Assignment and Assumption Agreement (for the purposes of this Agreement, “creditors” shall mean (1) all persons or disposition entities who assert claims against the Seller even though such claims are disputed and (2) all general creditors, and secured creditors, all lien creditors, and all representatives of creditors); (vi) the matters referred to in Section 6.04; and (vii) the matters described in Schedule 3.10(c), including the correspondence and reports described therein, except to the extent that any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, Buyer Losses related to such matters result directly from the Buyer’s use of the Hurricane Facility in a manner substantially different than the manner in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatenedfacility was used by the Seller prior to the Closing (other than changes in use contemplated by the Purchase Agreement, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on including the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests potential relocation of the Trust and except that no Covered Person shall be indemnified against any liability Business’s existing manufacturing activities to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penaltiesHurricane Facility), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification.

Indemnification Generally. The Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide appropriate security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not interested persons Interested Persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, opinion shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification. Each Covered Person’s right to indemnification vests by virtue of such Covered Person’s status as such, and no repeal or modification of this Article VII Section 3 shall adversely affect any rights to indemnification from liabilities or expenses or to the advancement of liabilities or expenses of any Covered Person who is within the definition of “Covered Person” existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

Indemnification Generally. The Trust (a) Each Indemnified Entity shall indemnify each of its Trustees and officers (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person be obligated in connection with any claim for indemnification under this Article 9 to use all commercially reasonable efforts to obtain any insurance proceeds available to such Indemnified Entity with regard to the defense or disposition applicable claims and to recover any amounts to which it may be entitled in respect of any action, suit the applicable claims pursuant to contractual or other proceeding, whether civil indemnification rights that it may have against Third Parties. The amount which the Indemnifying Entity is or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except required to pay to any Indemnified Entity pursuant to this Article 9 with respect to any matter as to which such Covered Person Indemnifiable Loss shall have been finally adjudicated in a decision on the merits in be (i) reduced (retroactively, if necessary) by any such action, suit net insurance proceeds or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid actually recovered from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking a Third Party by or on behalf of such Covered Person Indemnified Entity in mitigation of, or related to, the related Indemnifiable Losses and (ii) (A) increased to repay amounts so paid take into account any additional Tax cost to the Trust if it is ultimately determined Indemnified Entity arising from the receipt of indemnification payments with respect to such Indemnifiable Loss and (B) decreased to take into account any Tax benefit to the Indemnified Entity with respect to such Indemnifiable Loss; provided, that indemnification the amount of any such Tax cost or Tax benefit shall be the net present value of such expenses Tax cost or Tax benefit as reasonably determined by the parties at the time the indemnification payment is not authorized made. If an Indemnified Entity shall have received the payment required by this Agreement from the Indemnifying Entity in respect of Indemnifiable Losses (including any Purchase Price adjustment with respect to the circumstances giving rise to such payment under this Article VII9) and shall subsequently receive net insurance proceeds or other amounts in respect of such Indemnifiable Losses, then such Indemnified Entity shall promptly repay to the Indemnifying Entity a sum equal to the amount of such net insurance proceeds or other amounts actually received; provided, however, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust any indemnity payment under this Agreement shall be insured against losses arising by reason treated as an adjustment to the purchase price for income Tax purposes (except to the extent otherwise required pursuant to a determination within the meaning of such Covered Person’s failure to fulfill his or her undertaking, or (cSection 1313(a) a majority of the Trustees who are disinterested persons and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matterCode), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification.

Indemnification Generally. (a) By the Seller and the Principal Shareholders. The Trust shall Seller and the Principal Shareholders, agree, jointly and severally, to be responsible for, pay, indemnify each of its Trustees and officers (including persons who serve at the Trust’s request as hold harmless Purchaser and Xxxxxx and their respective directors, officers or trustees officers, employees and agents (the "Purchaser Indemnified Parties") from, against and in respect of, the full amount of another organization in which the Trust has any interest as a shareholderand all liabilities, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities damages, claims, deficiencies, fines, assessments, losses, Taxes, penalties, interest, costs and expenses, including but not limited to amounts paid in satisfaction including, without limitation, reasonable fees and disbursements of judgmentscounsel (collectively, "Losses") arising from, in compromise connection with, or as fines incident to: (i) any breach, or inaccuracy of any of the representations or warranties of the Seller or the Principal Shareholders contained in this Agreement or any of the Seller Ancillary Agreements, the Xxxxx Employment Agreement, the Xxxxxx Employment Agreement, or any other agreement referred to herein or delivered at or prior to the Closing; (ii) any breach of Seller or the Principal Shareholders of any covenants or agreements contained in this Agreement or any of the Seller Ancillary Agreements, the Xxxxx Employment Agreement, the Xxxxxx Employment Agreement, or any other agreement referred to herein and delivered at to the Closing; (iii) any failure by the Seller or the Principal Shareholders to perform any obligations contained in this Agreement or any of the Seller Ancillary Agreements, the Xxxxx Employment Agreement, the Xxxxxx Employment Agreement, or any other agreement referred to herein and delivered at to the Closing; (iv) any liability resulting from any litigation involving the Companies, if no accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet or if an accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet, to the extent such liability exceeds the accrual for such liability set forth on the Closing Date Balance Sheet, regardless of whether or not such litigation was disclosed by the Seller on Schedule 4.6; (v) any and all Taxes and related penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit interest or other proceeding, whether civil charges for any unaccrued or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except unreported Tax liabilities with respect to the Seller or the Purchased Assets for all periods prior to or including the Closing Date; (vi) any matter as to which such Covered Person shall have been finally adjudicated and all claims or liabilities, other than Assumed Liabilities, arising out of, relating to, resulting from or caused (whether in a decision on the merits whole or in part) by any transaction, event, condition, occurrence or situation in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability way relating to the Trust Purchased Assets, the Seller or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Business arising or occurring on or prior to the Closing Date without regard to whether such Covered Person’s office. Expensesclaim exists on the Closing Date or arises at any time thereafter; (vii) any failure of the Seller or the Principal Shareholders to perform or satisfy any liability or obligation of the Seller of any nature, fixed, absolute, accrued, contingent, or otherwise, not assumed hereunder by the Purchaser, including counsel fees so incurred any Excluded Liability, (viii) any and all claims or liabilities resulting from or arising out of the Seller Leases prior to the Closing Date, (ix) any claim or liability arising out of or related to the Seller's failure to obtain any consent set forth on Schedule 4.3 hereto; (x) any and all claims and liabilities arising from the purchase of the shares of the Seller owned by Xxxxxx X. Xxxxx, Xxxxxxx Xxxxx, Xxxx X. Xxxxx, and Xxxxxx X. Xxxxx prior to the Closing, and (xi) any such Covered Person (but excluding amounts paid in satisfaction of and all actions, suits, proceedings, demands, assessments or judgments, in compromise or as fines or penalties), may be paid from time costs and expenses incidental to time by the Trust in advance any of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnificationforegoing.

Indemnification Generally. The Trust shall indemnify each of its Trustees and officers In case any investigation or ------------------------- proceeding (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwisegovernmental investigation) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by shall be instituted involving any Covered Person in connection respect of which indemnity may be sought pursuant to this Article 7, such Person (the "Indemnified Party") shall promptly notify the Person against whom such indemnity may be sought (the "Indemnifying Party") in writing. No indemnification provided for in Section 7.1 or 7.2 shall be available to any party who shall fail to give notice as provided in this Section 7.3, but the failure to give such notice shall not relieve the Indemnify Party or parties from any liability which it or they may have to the Indemnified Party for contribution or otherwise on account of the provisions of Section 7.1 or 7.2. In case any such proceeding shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party and shall pay as incurred the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the Indemnifying Party shall pay as incurred the fees and expenses of the counsel retained by the Indemnified Party in the event (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or disposition (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any actionproceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect the Indemnifying Party agrees to any matter as to which such Covered Person shall have been finally adjudicated in a decision on indemnify the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust Indemnified Party from and except that no Covered Person shall be indemnified against any loss or liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his settlement or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnificationjudgment.

Indemnification Generally. The Trust (a) By the Consideration Recipients. Subject to the provisions set forth in this Section 9.02, from and after the Closing Date, the Consideration Recipients shall, severally in proportion to their applicable Percentage Share (and not jointly), be responsible for and shall pay and indemnify each of its Trustees and officers hold harmless Parent, Merger Sub and the Surviving Corporation, and their respective representatives (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered PersonParent Indemnitees”) solely out of the Escrow Account from, against and in respect of, the amount of any and all liabilities liabilities, damages, claims, deficiencies, fines, assessments, losses, Taxes, penalties, interest, costs and expenses, including including, without limitation, reasonable fees and disbursements of counsel, but not limited excluding any and all punitive damages, consequential or exemplary damages except for any of the foregoing that are actually paid to amounts paid in satisfaction a third party pursuant to a third party claim (collectively, “Losses”) suffered by any of judgmentsthe Parent Indemnitees (“Parent Losses”) arising from, in compromise connection with, or as fines and penalties, and counsel fees reasonably incurred by incident to any Covered Person in connection with of the defense following: (i) any breach or disposition violation of any actionof the covenants or agreements of the Company or the Stockholders Representatives contained in this Agreement, suit (ii) any breach or other proceedingviolation of any representation or warranty of the Company contained in Article III of this Agreement that is not a Covered Claim, whether civil (iii) any Transaction Fees that have not been paid at the Closing or criminalreflected in the Final Transaction Fees Amount and (iv) any matter set forth on Schedule 9.02(a). For the avoidance of doubt, before any court or administrative or legislative body, in which such Covered Person no indemnification may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such sought hereunder for a Covered PersonClaim, except recovery with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability subject to Section 9.01(b) and in no event shall the Trust or its Shareholders aggregate amount required to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized Consideration Recipients under this Article VII, provided, that (aSection 9.02(a) such Covered Person shall provide security for his or her undertaking, (b) exceed the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnificationremaining Escrow Amount.

Indemnification Generally. The Trust shall (a) Without limiting any other ------------------------- rights that the Indemnified Parties may have hereunder or under applicable law, the Transferor hereby agrees (x) to indemnify each Indemnified Party from and against any and all Indemnified Amounts awarded against or incurred by such Indemnified Party arising out of its Trustees and officers (including persons who serve at or resulting from this Agreement or the Trust’s request as directorsuse of proceeds of purchases or the ownership of the Purchased Interest, officers or trustees of another organization in which the Trust has any interest as a shareholdertherein, creditor or otherwisein respect of any Listed Receivable or any related Contract, and (y) (hereinafter referred to as a “Covered Person”) pay within 15 days of demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against all liabilities and expensessuch Indemnified Amounts, including but not limited Indemnified Amounts relating to amounts paid in satisfaction or resulting from any of judgments, in compromise the following: (i) the failure of any information provided to the Agent with respect to Listed Receivables or as fines and penalties, and counsel fees reasonably incurred the other Specified Assets; (ii) the failure of any representation or warranty or statement made or deemed made by any Covered Person the Transferor or the Servicer under or in connection with the defense or disposition this Agreement to have been true and correct in all respects when made (it being understood and agreed that for purposes of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative bodythis Section, in which determining whether any such Covered Person may representation or warranty or statement was true and correct in all respects when made, any qualification in Article V as to materiality or to a Material --------- Adverse Effect or to limitations on enforcement shall be disregarded); (iii) the failure by the Transferor or may have been involved as a party the Servicer to comply with any applicable law, rule or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except regulation with respect to any Listed Receivable or the related Contract, or the failure of any Listed Receivable or the related Contract to conform to any applicable law, rule or regulation; (iv) the failure to vest in the Agent for the benefit of the Purchasers a valid and enforceable first priority perfected (A) undivided percentage ownership interest, to the extent of the related Purchased Interest, in the Specified Assets, and (B) security interest in the Specified Assets, in each case free and clear of any Adverse Claim; (v) any dispute, claim, counterclaim, offset or defense (other than discharge in an Insolvency Proceeding in which an Obligor is a debtor, which Insolvency Proceeding was Commenced prior to the Due Date for the applicable Listed Receivable) of such Obligor to the payment of such any Listed Receivable (including a defense based on such Listed Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), any Dilution or other adjustment with respect to a Listed Receivable (excluding, however, adjustments required as a matter as to which such Covered Person shall have been finally adjudicated in of law because an Obligor is a decision on the merits debtor in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matterInsolvency Proceeding), or independent legal counsel any claim resulting from the sale of the goods or services related to such Listed Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Listed Receivable; (vi) any failure of the Transferor or the Servicer to perform its duties or obligations in a written opinionaccordance with the provisions of this Agreement (including, shall determinewithout limitation, based on a review of readily available facts (but not a full trial-type inquirythe failure to make any payment when due hereunder), or to perform its duties or obligations (if any) under any Contract (it being understood and agreed that there for purposes of this Section, in determining whether the Transferor or the Servicer has performed its duties or obligations in accordance with the provisions of this Agreement or has performed its duties or obligations (if any) under any Contract, any qualification in Article V or --------- Article VI as to materiality or to a Material Adverse Effect or to the rights of ---------- any depository institution that maintains any account to which any Collections of Listed Receivables are sent shall be disregarded); (vii) any breach of warranty, products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods or services which are the subject of any Listed Receivables; (viii) the commingling of Collections of Listed Receivables at any time with other funds; (ix) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of purchases or the ownership of the related Purchased Interest or in respect of any Listed Receivable or any related Specified Asset in respect thereof; (x) subject to Section 7.1(b), the occurrence of any Termination Event; (xi) in the -------------- event any Purchased Interest is reason greater than 1.0; (xii) the failure of any Listed Receivables to believe such Covered Person ultimately will be entitled Eligible Receivables; (xiii) the failure of the Transferor or the Servicer to indemnificationcomply with the terms of the Credit and Collection Policy; (xiv) the failure of any Contract relating to Listed Receivables to have terms that are consistent with customary terms for the related Seller's industry and type of Receivable; (xv) the failure of any Seller to complete the sale and delivery of the goods (or the performance of the services, if any) which are the subject of any Listed Receivables; (xvi) the existence of any contingent performance requirements of any Seller in respect of any Listed Receivables; (xvii) subject to Section 7.1(b), the failure of an Obligor to make payment on -------------- the Listed Receivables prior to or as of the Due Date; or (xviii) any action or inaction by the Transferor or the Servicer which impairs the interest of the Agent or any Purchaser in any Listed Receivables or other Specified Assets.

Indemnification Generally. (a) By the Companies and the Seller. The Trust Seller and the Companies (but, with respect to the Companies, only if the Closing has not occurred), agree, jointly and severally, to be responsible for and shall pay and indemnify each of and hold harmless Purchaser and AHI and its Trustees and officers (including persons who serve at the Trust’s request as directors, officers or trustees officers, employees and agents from, against and in respect of, the full amount of another organization in which the Trust has any and all liabilities, damages, claims, deficiencies, fines, assessments, losses, penalties, interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities costs and expenses, including but not limited to amounts paid in satisfaction including, without limitation, reasonable fees and disbursements of judgmentscounsel (collectively, "Losses"), arising from, in compromise connection with, or as fines incident to (i) any breach or violation of any of the representations, warranties, covenants or agreements of the Seller or any of the Companies contained in this Agreement (other than the representations and penaltieswarranties set forth in Section 4.26), the Disclosure Schedule, or any closing certificate delivered at Closing; (ii) any liability resulting from any litigation involving the Companies, if no accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet or if an accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet, to the extent such liability exceeds the accrual for such liability set forth on the Closing Date Balance Sheet, regardless of whether or not such litigation was disclosed by the Seller on Schedule 4.6; (iii) Seller's failure to obtain the approval of its shareholders of the consummation of the transactions contemplated hereby; (iv) any and counsel fees reasonably incurred all claims arising out of, relating to, resulting from or caused (whether in whole or in part) by any Covered Person in connection with the defense transaction, event, condition, occurrence or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits situation in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability way relating to the Trust Seller, its Subsidiaries (other than the Companies and the Company Subsidiaries) and the Transferred Company Subsidiaries or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expensestheir business at any time (v) the transfer of the Transferred Company Subsidiaries to the Seller; (vi) any Claims asserted by Xxxxxx X'Xxxx against any of the Companies or the Company Subsidiaries; (vii) any liability arising from or relating to any item set forth on Schedule 4.30, including counsel fees so incurred by (viii) any such Covered Person liability resulting from any shareholders derivative action instituted against the Seller relating to or resulting from this Agreement and the transactions contemplated hereby and (but excluding amounts paid in satisfaction of ix) any and all actions, suits, proceedings, demands, assessments or judgments, in compromise or as fines or penalties), may be paid from time costs and expenses incidental to time by the Trust in advance any of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnificationforegoing.

Indemnification Generally. The Trust In connection with any Public Offering, the Company and NSC expect to enter into a mutually agreeable underwriting agreement in customary form, which would be expected to supersede this Engagement Agreement and the indemnification provisions of such agreement shall be apply. In the case of any other Offering, the Company hereby agrees to indemnify and hold harmless National Securities Corporation, its subsidiaries, parents and affiliates and each of its Trustees and officers (including persons who serve at the Trust’s request as their directors, officers officers, managers, agents, contractors, employees, members, counsel, and each other person or trustees entity who controls NSC or any of another organization its affiliates within the meaning of Section 15 of the Securities Act (collectively, the “Indemnified Parties”) to the fullest extent permitted by law from and against any and all losses, claims, damages, expenses, or liabilities (or actions in which the Trust has any interest as a shareholder, creditor or otherwiserespect thereof) (hereinafter referred “Losses”), joint or several, to as a “Covered Person”) against all liabilities which they or any of them may become subject under any statute or at common law, and expenses, to reimburse such Indemnified Parties for any reasonable legal or other expense (including but not limited to amounts paid in satisfaction the cost of judgmentsany investigation, in compromise or as fines and penaltiespreparation, and counsel fees reasonably response to third party subpoenas) incurred by any Covered Person them in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court litigation or administrative or legislative bodyregulatory action (“Proceeding”), in which such Covered Person may be whether pending or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while and whether or not resulting in office any liability, insofar as such losses, claims, liabilities, or thereafterlitigation arise out of or are based upon (1) the engagement of NSC pursuant to the Engagement Agreement or subsequent agreement of similar purpose between the Company and NSC (an “Additional Engagement Agreement”); (2) the Offering of Securities to third parties contemplated by the Engagement Agreement or Additional Engagement Agreement, by reason of being or having been such a Covered Person, except with respect (3) any other matter relating to any matter as Offering of Securities referred to which such Covered Person shall have been finally adjudicated or contemplated by the Engagement Agreement or Additional Engagement Agreement; (4) any untrue statement or alleged untrue statement of any material fact contained in a decision on the merits Offering Materials, or in any such action, suit other written or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking oral communication provided by or on behalf of the Company to any actual or prospective purchaser of Securities, unless such Covered Person untrue statement or alleged untrue statement arises from information supplied by any members, officers, agents or employees of NSC, in writing specifically for use therein; or (5) the omission or alleged omission to repay amounts so paid state in the. Offering Materials a material fact required to be stated therein or necessary to make the Trust if it is ultimately determined that indemnification statements therein, in light of such expenses is the circumstances under which they were made, not authorized under this Article VII, misleading; provided, however, that while the indemnity provisions herein shall include any and all claims regardless of whether NSC's negligence, active or passive, contributed to losses, they shall not apply to (ai) amounts paid in settlement of any such Covered Person shall provide security for his or her undertakinglitigation if such settlement is effected without the consent of the Company, (b) the Trust shall which consent will not be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertakingunreasonably withheld, or (cii) a majority Losses arising solely from the willful misconduct or gross negligence of the Trustees who are disinterested persons Indemnified Parties; and who are not interested persons of the Trust (provided that the Company will not be responsible for the fees and expenses of more than one counsel to all Indemnified Parties, in addition to appropriate local counsel, unless in the reasonable judgment of any indemnified Party there exists a majority potential conflict of interest which would make It inappropriate for one counsel to represent all such Trustees then in office act on the matter)Indemnified Parties. 00000 Xxxxxxxx Xxxx. Xxxxx 000 • Xxx Xxxxxxx, or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification.XX 00000 • xxx.xxxxxxxxxxxxx.xxx 15

Indemnification Generally. The Trust shall indemnify each Purchaser covenants and agrees to indemnify, defend, protect and hold harmless Seller, and Seller’s officers, directors, employees, stockholders, agents, representatives and affiliates (each, a “Seller Indemnitee”) at all times from and after the date of its Trustees this Agreement from and officers against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including persons who serve at the Trust’s request as directorsspecifically, officers or trustees but without limitation, reasonable attorneys’ fees and expenses of another organization in which the Trust has any interest as a shareholder, creditor or otherwiseinvestigation) (hereinafter referred to as a collectively, “Covered PersonLosses”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense Seller Indemnitee as a result of or disposition arising from (a) Purchaser’s breach of its representations and warranties set forth herein, (b) Purchaser’s breach or non-fulfillment of any actioncovenant or agreement under this Agreement, suit or other proceeding(c) Purchaser’s failure to assume any Liability with respect to the operation of the Business or the use of the Assets after the Closing. Parent and Seller covenant and agree to jointly and severally indemnify, whether civil or criminaldefend, before protect and hold harmless Purchaser, and Purchaser’s officers, directors, employees, stockholders, agents, representatives and affiliates (each, a “Purchaser Indemnitee”) at all times from and after the date of this Agreement from and against all Losses incurred by any court or administrative or legislative body, in which such Covered Person may be or may have been involved Purchaser Indemnitee as a party result of or otherwise arising from (a) any breach of Parent’s or Seller’s representations and warranties set forth herein, (b) Parent’s or Seller’s breach or non-fulfillment of any covenant or agreement under this Agreement, (c) any Liability remaining with which Seller with respect to the Business or the use of the Assets prior to the Closing if such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered PersonLiability is asserted against Purchaser, except with respect to any matter Liability as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit Purchaser had knowledge and did not disclose to Seller or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust Parent and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders as to which such Covered Person would otherwise be subject by reason neither Seller nor Parent had knowledge independently of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertakingPurchaser, or (cd) a majority the auction process conducted by Parent and Seller related to the potential sale of the Trustees who are disinterested persons and who are not interested persons Assets or the equity of the Trust (provided that a majority Seller, including without limitation any claim brought by any shareholder of such Trustees then in office act on the matter)Parent, invitee, participant, or independent legal counsel bidder in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe connection with such Covered Person ultimately will be entitled to indemnificationauction process.

Indemnification Generally. The Trust shall Company hereby agrees to indemnify and hold harmless MDB Capital, its directors, officers, agents, employees, members, affiliates, subsidiaries, counsel, and each other person or entity who controls MDB or any of its Trustees affiliates within the meaning of Section 15 of the Securities Act (collectively, the “Indemnified Parties”) to the fullest extent permitted by law from and officers against any and all losses, claims, damages, expenses, or liabilities (including persons who serve at the Trust’s request as directors, officers or trustees of another organization actions in which the Trust has any interest as a shareholder, creditor or otherwiserespect thereof) (hereinafter referred “Losses”), joint or several, to as a “Covered Person”) against all liabilities which they or any of them may become subject under any statute or at common law, and expenses, to reimburse such Indemnified Parties for any reasonable legal or other expense (including but not limited to amounts paid in satisfaction the cost of judgmentsany investigation, in compromise or as fines and penaltiespreparation, and counsel fees reasonably response to third party subpoenas) incurred by any Covered Person them in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court litigation or administrative or legislative bodyregulatory action (“Proceeding”), whether pending or threatened, and whether or not resulting in which any liability, insofar as such Covered Person losses, claims, liabilities, or litigation arise out of or are based upon (1) the Offering of Company Securities contemplated by the Engagement Agreement or subsequent agreement between the Company and MDB; (2) any untrue statement or alleged untrue statement of any material fact contained in the private placement memorandum, offering materials, registration statement, or other offering or selling document (as may be amended or may have been involved as a party supplemented and including any information incorporated therein by reference, the “Company Documentation”), or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit other written or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking oral communication provided by or on behalf of the Company to any actual or prospective purchaser of Securities (as that term is defined in the Engagement Agreement), unless such Covered Person untrue statement or alleged untrue statement arises solely from information supplied by any members, officers, agents or employees of MDB, in writing specifically for use therein; or (3) the omission or alleged omission to repay amounts so paid state in the Company Documentation a material fact required to be stated therein or necessary to make the Trust if it is ultimately determined that indemnification statements therein, in light of such expenses is the circumstances under which they were made, not authorized under this Article VII, misleading; provided, however, that the indemnity provisions herein shall not apply to (ai) amounts paid in settlement of any such Covered Person shall provide security for his or her undertakinglitigation if such settlement is effected without the consent of the Company, (b) the Trust shall which consent will not be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertakingunreasonably withheld, or (cii) a majority Losses arising from the willful misconduct or gross negligence of the Trustees who are disinterested persons Indemnified Parties; and who are not interested persons of the Trust (provided that the Company will not be responsible for the fees and expenses of more than one counsel to all Indemnified Parties, in addition to appropriate local counsel, unless in the reasonable judgment of any Indemnified Party there exists a majority potential conflict of interest which would make it inappropriate for one counsel to represent all such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnificationIndemnified Parties.

Indemnification Generally. The Trust shall indemnify Company agrees to indemnify, defend ------------------------- and hold harmless each of its Trustees the Purchasers, their respective Subsidiaries and officers (including persons who serve at the Trust’s request as Affiliates, and their respective officers, directors, officers employees, agents and controlling persons (each, a "Purchaser Indemnified Person") from and against any and all losses, claims, damages, liabilities, expenses (including, without limitation, reasonable attorneys' fees and disbursements), costs, judgments or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction settlement of judgments, in compromise actions (i) arising out of or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with resulting from the defense or disposition untruth of any actionrepresentation herein or in any certificate delivered hereunder (including, suit without limitation, pursuant to Section 5(b)) or the breach of any warranty or covenant herein or in any certificate delivered hereunder (including, without limitation, pursuant to Section 5(b)) or the default or breach of any of the Company's undertakings or covenants under any of the other proceedingOperative Documents, whether civil (ii) arising out of or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect relating to any matter as to which such Covered claim by a third party against a Purchaser Indemnified Person shall have been finally adjudicated in a decision based on or arising out of (x) any representation or warranty of the merits in Company that was untrue when made or any such action, suit breached covenant of the Company or other proceeding not to have acted in good faith (y) the use by the Company of the proceeds of the sale of the Shares or (iii) by virtue of the Purchasers' (and their respective Affiliates') investments in the reasonable belief that such Covered Company (other than losses relating strictly to market risk). Each Purchaser agrees to indemnify, defend and hold harmless the Company, its Subsidiaries and their respective officers, directors, employees, agents and controlling persons (each, a "Company Indemnified Person’s action was in the best interests of the Trust ") from and except that no Covered Person shall be indemnified against any liability to the Trust and all losses, claims, damages, liabilities, expenses (including, without limitation, reasonable attorneys' fees and disbursements), costs, judgments or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction settlement of judgmentsactions arising out of or resulting from the untruth of any representation of such Purchaser herein or the breach of any warranty or covenant of such Purchaser herein or relating to any claim by a third party against a Company Indemnified Person based on or arising out of any action or any representation or warranty of such Purchaser that was untrue when made or any breached covenant of such Purchaser. In no event shall the indemnification obligations of any Purchaser exceed the aggregate Purchase Price of the Shares purchased by such Purchaser pursuant to this Agreement. Notwithstanding the foregoing, in compromise no representation, warranty, covenant or as fines or penalties), may be paid from time to time acknowledgment made herein by the Trust Purchaser shall in advance of the final disposition any manner be deemed to constitute a waiver of any such action, suit rights granted to it under the Act or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnificationstate securities laws.

Indemnification Generally. The Trust To the fullest extent permitted by law, the Contractor shall indemnify each indemnify, defend (with counsel subject to the supervision of its Trustees the Attorney General of the Commonwealth of Massachusetts as required by M.G.L. c. 12, s. 3) and officers (including persons who serve at hold harmless the Trust’s request as directorsOwner, officers or trustees of another organization in which the Trust has any interest as a shareholderAwarding Authority and Designer and their officers, creditor or otherwise) (hereinafter referred to as a “Covered Person”) agents, divisions, agencies, employees, representatives, successors and assigns from and against all liabilities claims, damages, losses and expenses, including but not limited to amounts paid court costs and attorneys’ fees, arising out of or resulting from the performance of the Work, including but not limited to those arising or resulting from: -labor performed or furnished and/or materials used or employed in satisfaction the performance of judgmentsthe Work; -violations by Contractor, in compromise any Subcontractor, or as fines and penalties, and counsel fees reasonably incurred by any Covered Person person directly or indirectly employed or used by any of them in the performance of the Work or anyone for whose acts any of them may be liable (Contractor, subcontractor and all such persons herein collectively called "Contractor's Personnel") of any Laws; -violations of any provision of this Contract by any of Contractor's Personnel; -injuries to any persons or damage to any property in connection with the defense Work; -any act, omission, or disposition neglect of Contractor's Personnel. The Contractor shall be obligated as provided above, regardless of whether or not such claims, damages, losses and/or expenses, are caused in whole or in part by the actions or inactions of a party indemnified hereunder. In any actionand all claims by Contractor's Personnel against parties indemnified hereunder, suit the Contractor's indemnification obligation set forth above shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other proceedingemployee benefit acts. Such obligation shall not be construed to negate, whether civil abridge, or criminal, before otherwise reduce any court other right or administrative or legislative body, in obligation of indemnity which such Covered Person may be or may have been involved would otherwise exist as a to any party or otherwise or with which such person may be or may have been threatened, while described in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnificationXIV.

Indemnification Generally. (a) The Trust shall indemnify each amount of its Trustees and officers (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in Indemnifiable Losses which the Trust has Indemnifying Entity is or may be required to pay to any interest as a shareholderIndemnified Entity pursuant to this Article 8 shall be reduced without duplication (retroactively, creditor or otherwiseif necessary) (hereinafter referred to as a “Covered Person”i) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit insurance proceeds or other proceeding, whether civil amounts received or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking recoverable by or on behalf of such Covered Person Indemnified Entity or its Affiliates related to repay amounts so paid such Indemnifiable Losses, (ii) any Tax benefit actually realized by such Indemnified Entity or its Affiliates as a result of such Indemnifiable Losses, and (iii) to the Trust if it extent any such Indemnifiable Loss is ultimately determined that reserved for in the Financial Statements (including the notes thereto). An Indemnified Entity shall take, or cause its Affiliates to take, all necessary and appropriate actions to pursue payment from any Third Party with respect to any Indemnifiable Loss under any Contract, arrangement or commitment pursuant to which such Indemnified Entity or its Affiliates are entitled to reimbursement or indemnification with respect to such Indemnifiable Loss. If an Indemnified Entity shall have received the payment required by this Agreement from the Indemnifying Entity in respect of Indemnifiable Losses and shall subsequently receive (or any of its Affiliates shall subsequently receive) any insurance proceeds or other amounts or shall subsequently realize (or any of its Affiliates shall subsequently realize) any Tax benefit in respect of such expenses is not authorized under Indemnifiable Losses, then such Indemnified Entity shall promptly repay, or cause to be repaid, to the Indemnifying Entity a sum equal to the amount of such insurance proceeds or other amounts actually received or such Tax benefit actually realized. For purposes of this Article VIISection 8.04(a), provideda Tax benefit will be deemed to be realized by an Indemnified Entity with respect to an Indemnifiable Loss in a taxable period if, that and to the extent that, either (a) such Covered Person shall provide security for his or her undertaking, (bA) the Trust shall be insured against Indemnified Entity or any of its Affiliates (including Purchaser) receives a refund or other return of Taxes paid that would not have been received but for any Tax losses arising by reason of or deductions attributable to such Covered Person’s failure to fulfill his Indemnifiable Loss (treating such Tax losses or her undertakingdeductions as the last item claimed for any taxable period), or (cB) a majority the Indemnified Entity’s or any of its Affiliates’ (including Purchaser’s) cumulative liability for Taxes for such taxable period, calculated by excluding the Trustees who are disinterested persons and who are not interested persons relevant Tax losses or deductions attributable to such Indemnifiable Loss, exceeds the Indemnified Party’s or any of its Affiliates’ actual liability for Taxes for such taxable period, calculated by taking into account the Trust relevant Tax losses or deductions attributable to such Indemnifiable Loss (provided that a majority of treating such Trustees then in office act on Tax losses or deductions as the matterlast item claimed for any taxable period), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification.

Indemnification Generally. The Trust Subject to Section 6.6 hereof, the Stockholder shall indemnify the Indemnified Persons for, and hold each of its Trustees them harmless from and officers (including persons who serve at the Trust’s request as directorsagainst, officers any and all Losses arising from or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with any Event of Indemnification. The sole and exclusive remedy for an Event of Indemnification shall be (i) by recourse to the defense Escrow Fund (as defined in the Escrow Agreement), (ii) by cancellation of up to fifty percent (50%) of the options granted to each of Xxxxxxxxx and Xxxxx pursuant to the Option Agreements and (iii) by recourse to up to fifty percent (50%) of the shares of Purchaser Common Stock hereafter acquired by either Xxxxxxxxx or disposition Xxxxx upon exercise of their respective options pursuant to their respective Option Agreements; provided, however, that in no event shall more than fifty percent of the shares of Purchaser Common Stock (subject to equitable adjustment for stock splits, dividends, combinations, reclassifications and like occurrences) referred to in clauses (i) and (ii) above, in the aggregate (or options therefor) be canceled and/or transferred in connection with this Section 6.2. An indemnification pursuant to this Section 6.2 shall be effected solely in accordance with the terms and provisions of the Escrow Agreement and the Option Agreements, as the case may be, and shall be subject to the qualifications and limitations set forth therein (it being understood that nothing contained in this Section 6.2 shall in any actionway limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act), (A) to bring any claim, demand, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or cause of action otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability available to the Trust Indemnified Persons based upon an allegation or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence allegations that the Company or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertakingStockholder, or either of them, had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement, the Agreement of Merger or the Escrow Agreement and the transactions contemplated hereby or thereby or (cB) to enforce any judgment of a majority court of competent jurisdiction which finds or determines that the Trustees who are disinterested persons and who are not interested persons of Company or the Trust (provided that a majority of such Trustees then in office act on the matter)Stockholder, or independent legal counsel either of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in a written opinion, shall determine, based on a review connection with this Agreement or the Agreement of readily available facts (but not a full trial-type inquiryMerger and the transactions contemplated hereby or thereby), that there is reason to believe such Covered Person ultimately will be entitled to indemnification.

Indemnification Generally. (a) The Trust shall indemnify each amount of its Trustees and officers (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in Indemnifiable Losses which the Trust has Indemnifying Entity is required to pay to any interest as a shareholderIndemnified Entity pursuant to this Article VIII shall be reduced (retroactively, creditor or otherwiseif necessary) by any insurance proceeds (hereinafter referred to as a “Covered Person”) against all liabilities net of recovery costs and expensesother related costs, including but not limited to amounts paid in satisfaction of judgments, in compromise deductibles and premium adjustments) actually received or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking recoverable by or on behalf of such Covered Person Indemnified Entity or its Affiliates with respect to repay amounts so paid such Indemnifiable Losses, and an Indemnified Entity shall use Commercially Reasonable Efforts to receive or recover such proceeds or other amounts; provided that an Indemnified Entity has no obligation to pursue such recovery for Indemnifiable Losses prior to such Indemnified Entity's right to make a Claim for recovery pursuant to this Article VIII. An Indemnified Entity shall take, or cause its Affiliates to take, Commercially Reasonable Efforts to pursue payment from any Third Party with respect to any Indemnifiable Loss under any Contract, arrangement or commitment pursuant to which such Indemnified Entity or its Affiliates are entitled to reimbursement or indemnification with respect to such Indemnifiable Loss; provided, that such Commercially Reasonable Efforts shall be taken by the Indemnified Entity at the Indemnifying Entity’s sole cost and expense. If an Indemnified Entity shall have received the payment required by this Agreement from the Indemnifying Entity in respect of Indemnifiable Losses (including any Purchase Price adjustment with respect to the Trust if it is ultimately determined that indemnification of circumstances giving rise to such expenses is not authorized payment under this Article VII, provided, that VIII) and shall subsequently receive (aor any of its Affiliates shall subsequently receive) such Covered Person shall provide security for his any insurance proceeds or her undertaking, (b) the Trust shall be insured against losses arising by reason other amounts in respect of such Covered Person’s failure to fulfill his or her undertakingIndemnifiable Losses, then such Indemnified Entity shall promptly repay, or (c) cause to be repaid, to the Indemnifying Entity a majority of sum equal to the Trustees who are disinterested persons and who are not interested persons of the Trust (provided that a majority amount of such Trustees then in office act on the matterinsurance proceeds or other amounts actually received (net of recovery costs and other related costs, including deductibles and premium adjustments), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification.

Indemnification Generally. The Trust shall Company hereby agrees to indemnify and hold harmless Tribal Capital, its directors, officers, agents, employees, members, affiliates, subsidiaries, counsel, and each other person or entity who controls Tribal or any of its Trustees affiliates within the meaning of Section 15 of the Securities Act (collectively, the “Indemnified Parties”) to the fullest extent permitted by law from and officers against any and all losses, claims, damages, expenses, or liabilities (including persons who serve at the Trust’s request as directors, officers or trustees of another organization actions in which the Trust has any interest as a shareholder, creditor or otherwiserespect thereof) (hereinafter referred “Losses”), joint or several, to as a “Covered Person”) against all liabilities which they or any of them may become subject under any statute or at common law, and expenses, to reimburse such Indemnified Parties for any reasonable legal or other expense (including but not limited to amounts paid in satisfaction the cost of judgmentsany investigation, in compromise or as fines and penaltiespreparation, and counsel fees reasonably response to third party subpoenas) incurred by any Covered Person them in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court litigation or administrative or legislative bodyregulatory action (“Proceeding”), whether pending or threatened, and whether or not resulting in which any liability, insofar as such Covered Person losses, claims, liabilities, or litigation arise out of or are based upon (1) the engagement of Tribal pursuant to the Engagement Agreement or subsequent agreement of similar purpose between the Company and Tribal (an “Additional Engagement Agreement”); (2) the Offering of Company Securities to third parties contemplated by the Engagement Agreement or Additional Engagement Agreement, (3) any other matter relating to any Offering of Company Securities referred to or contemplated by the Engagement Agreement or Additional Engagement Agreement; (4) any untrue statement or alleged untrue statement of any material fact contained in the private placement memorandum, offering materials, registration statement, or other offering or selling document (as may be amended or may have been involved as a party supplemented and including any information incorporated therein by reference, the “Company Documentation”), or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit other written or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking oral communication provided by or on behalf of such Covered Person the Company to repay amounts so paid any actual or prospective purchaser of Securities (as that term is defined in the Engagement Agreement), except to the Trust if it is ultimately determined that indemnification extent such untrue statement or alleged untrue statement arises from information supplied by any members, officers, agents or employees of such expenses is Tribal, in writing specifically for use therein; or (5) the omission or alleged omission to state in the Company Documentation a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not authorized under this Article VII, misleading; provided, however, that the foregoing indemnity provisions shall not apply to (ai) amounts paid in settlement of any such Covered Person shall provide security for his or her undertakinglitigation if such settlement is effected without the consent of the Company, (b) the Trust shall which consent will not be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertakingunreasonably withheld, or (cii) a majority Losses to the extent arising from the willful misconduct or negligence of the Trustees who are disinterested persons Indemnified Parties or any breach of agreement by an Indemnified Party; and who are not interested persons of the Trust (provided that the Company will not be responsible for the fees and expenses of more than one counsel to all Indemnified Parties, in addition to appropriate local counsel, unless in the reasonable judgment of any Indemnified Party there exists a majority potential conflict of interest which would make it inappropriate for one counsel to represent all such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnificationIndemnified Parties.

Indemnification Generally. The Trust shall indemnify each of Company agrees to indemnify, defend and ------------------------- hold harmless the Purchaser, its Trustees Subsidiaries and officers (including persons who serve at the Trust’s request as Affiliates and their respective officers, directors, officers employees, agents and controlling persons (each, a "Purchaser Indemnified Person") from and against any and all losses, claims, damages, liabilities, expenses (including, without limitation, reasonable attorneys' fees and disbursements), costs, judgments or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction settlement of judgments, in compromise actions (i) arising out of or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with resulting from the defense or disposition untruth of any actionrepresentation herein or in any certificate delivered hereunder (including, suit without limitation, pursuant to Section 5(b)) or the breach of any warranty or covenant herein or in any certificate delivered hereunder (including, without limitation, pursuant to Section 5(b)) or the default or breach of any of the Company's undertakings or covenants under any of the other proceedingOperative Documents, whether civil (ii) arising out of or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect relating to any matter as to which such Covered claim by a third party against a Purchaser Indemnified Person shall have been finally adjudicated in a decision based on or arising out of (x) any representation or warranty of the merits in Company that was untrue when made or any such action, suit breached covenant of the Company or other proceeding not to have acted in good faith (y) the use by the Company of the proceeds of the sale of the Shares or (iii) by virtue of the Purchaser's (and its Affiliates') investments in the reasonable belief that such Covered Company (other than losses relating strictly to market risk). The Purchaser agrees to indemnify, defend and hold harmless the Company, its Subsidiaries and their respective officers, directors, employees, agents and controlling persons (each, a "Company Indemnified Person’s action was in the best interests of the Trust ") from and except that no Covered Person shall be indemnified against any liability to the Trust and all losses, claims, damages, liabilities, expenses (including, without limitation, reasonable attorneys' fees and disbursements), costs, judgments or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction settlement of judgments, in compromise actions arising out of or as fines resulting from the untruth of any representation of the Purchaser herein or penalties), may be paid from time the breach of any warranty or covenant of the Purchaser herein or relating to time any claim by a third party against a Company Indemnified Person based on or arising out of any action or any representation or warranty of the Purchaser that was untrue when made or any breached covenant of the Purchaser. In no event shall the indemnification obligations of the Purchaser exceed the aggregate Purchase Price of the Shares purchased by the Trust Purchaser pursuant to this Agreement. Notwithstanding the foregoing, no representation, warranty, covenant or acknowledgment made herein by the Purchaser shall in advance of the final disposition any manner be deemed to constitute a waiver of any such action, suit rights granted to it under the Act or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnificationstate securities laws.

Indemnification Generally. The Trust Whether or not the Rights Offering is consummated or this Agreement or the Commitment is terminated, the Company (in such capacity, the “Indemnifying Party”) shall indemnify each of its Trustees and officers (including persons who serve at hold harmless the Trust’s request as Purchasers, their respective affiliates and their respective officers, directors, officers or trustees of another organization in which the Trust has any interest as a shareholderemployees, creditor or otherwise) agents and controlling persons (hereinafter referred to as a each an “Covered Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, including but not limited joint or several, to amounts paid in satisfaction which any such Indemnified Person may become subject arising out of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense any claim, challenge, litigation, investigation or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except proceeding with respect to this Agreement, the Rights Offering, the Commitment, the Registration Statement and any matter prospectus related thereto or the transactions contemplated thereby or thereby, including, without limitation, distribution of rights, purchase and sale of Basic Shares in the Rights Offering and purchase and sale of Standby Shares pursuant to the Standby Commitment, or any breach of the Company of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any reasonable legal or other reasonable out-of-pocket expenses as they are incurred in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to which such Covered Person shall have been any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are finally adjudicated in a decision on the merits in any such action, suit or other proceeding not judicially determined to have acted in good faith in the reasonable belief that resulted from (i) any breach of this Agreement by such Covered Indemnified Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, (ii) bad faith, gross negligence or reckless disregard willful misconduct on the part of the duties involved such Indemnified Person or (iii) statements or omissions in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by Registration Statement or any such Covered Person (but excluding amounts paid prospectus related thereto or any amendment or supplement thereto made in satisfaction of judgments, reliance upon or in compromise or as fines or penalties), may be paid from time conformity with information relating to time by the Trust Purchasers furnished to the Company in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking writing by or on behalf of such Covered the Purchasers expressly for use in the Registration Statement or any prospectus related thereto or any amendment or supplement thereto. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to repay amounts so paid hold it harmless, then the Indemnifying Party shall contribute to the Trust if it is ultimately determined that indemnification amount paid or payable by such Indemnified Person as a result of such expenses loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not authorized only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Article VII, provided, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust Section 11 shall be insured against losses arising by reason in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of such Covered Person’s failure to fulfill his or her undertakingany successors, or (c) a majority assigns, heirs and personal representatives of the Trustees who are disinterested persons Indemnifying Party and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnificationany Indemnified Person.