Common use of Indemnification Obligations Clause in Contracts

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

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

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

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

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

Indemnification Obligations. The Company and its Subsidiaries Option Holder (the “Indemnifying Parties” and each an “Indemnifying Party”) shallshall indemnify, jointly and severally, indemnify defend and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its of the Payees and their respective Representatives parents, subsidiaries, Affiliates, directors, officers, shareholders, representatives, successors and controlling persons assigns (each, each an “Indemnified PersonParty”) ), from and against against, without duplication, any and all actual losses, claimscosts, obligations, liabilities, damages, liabilities and costs settlement payments, awards, judgments, fines, penalties, damages, deficiencies or other charges (including without limitation reasonable attorneys’ fees and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party theretoreasonable accountants’ fees and expenses), whether or not such proceedings are brought arising out of any claims by the Companyor on behalf of a third party, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from arising from: (i) the bad faith, willful misconduct or gross negligence of the Indemnifying Party, SPS (from and after the Closing Date) or any of their respective agents in the performance of the duties and obligations of SPS (from and after the Closing Date) or the Option Holder hereunder; or (ii) the breach by the Indemnifying Party or SPS (from and after the Closing Date) of any of the representations, warranties or covenants of SPS or the Option Holder set forth herein; provided, however, that, in the event that the loss giving rise to such Indemnified Personindemnification results from a Mortgage Loan Servicing Error occurring both before and after the Option Closing Date, then (i) such indemnity shall not apply to the portion of any such loss that results solely from a Mortgage Loan Servicing Error that occurred before the Option Closing Date and continues for no more than 180 days after the Option Closing Date; and (ii) the amount of loss indemnified shall be reduced by 50% of the portion of any such loss that results solely from a Mortgage Loan Servicing Error that occurred before the Option Closing Date and continues for more than 180 days after the Option Closing Date. Notwithstanding anything to the contrary contained herein, the Option Holder agrees that a Mortgage Loan Servicing Error that occurs solely after the Option Closing Date shall not adversely affect or otherwise diminish the foregoing indemnity in any respect.

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

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

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

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

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

Indemnification Obligations. The Company As used in this Section, a “Claim” is any claim, demand, loss, damage, liability, cost or expense (including professional fees and its Subsidiaries costs as incurred) for which one party (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severallymay be obligated to defend, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons the other party (each, an the “Indemnified PersonParty”) harmless. Seller shall defend, indemnify and hold Purchaser harmless from and against any/all Claims as incurred, arising out of, or in connection with: (i) any act or omission of Seller or Seller Personnel in the delivery of any Goods or Deliverables, or performance of any Services; and (ii) any/all third party Claims incurred, arising out of, or in connection with Seller’s gross negligence or willful misconduct in performing its obligations under this Agreement; and (iii) any alleged infringement of a third party’s Intellectual Property Rights, or other proprietary rights as described in Section 13. Purchaser shall indemnify and hold Seller harmless from and against any/all third party Claims incurred, arising out of, or in connection with gross negligence or willful misconduct by Purchaser or Purchaser Personnel in performing its obligations under this Agreement. Each party will indemnify and hold the other party harmless from and against any and all lossesthird party Claims, claimsas incurred, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by any negligent or willful acts or omissions of the Indemnifying Party that result in personal injury (including death) or damage to tangible property, or loss or breach of Personal Data. For all obligations arising under this section, the Indemnified Party will provide the Indemnifying Party with prompt written notice of the Claim and permit the Indemnifying Party to control the defense, settlement, adjustment, or compromise of any Claim. The Indemnified Party may employ counsel at its own expense to assist it with respect to any Claim. The Indemnified Party will have no authority to settle any Claim on the Indemnified Party’s behalf. If a third party enjoins or interferes with Purchaser’s use of any Goods or Deliverables, then Seller will use its best efforts to: (collectivelyi) obtain any licenses or rights necessary to permit Purchaser to continue to use the Goods or Deliverables; (ii) replace or modify the Goods or Deliverables as necessary to permit Purchaser’s continued use; or, “Losses”if (i) that any such Indemnified Person may incur and (ii) are not commercially reasonable, then (iii) Seller will promptly refund to Purchaser all amounts paid for which a third party enjoins or to which any such Indemnified Person may become subject arising out of or in connection interferes with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the Purchaser’s use of the proceeds Goods or Deliverables. Nothing in this Section shall limit any other remedy available to either of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personparties.

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

Indemnification Obligations. The (a) To the extent permitted by applicable law, the Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, shall indemnify and hold harmless each Commitment Party Holder of Registrable Securities included in the Registration Statement, each Person, if any, who controls such Holder within the meaning of the Securities Act, and its Affiliateseach officer, equity holdersdirector, membersmanager or partner of such Holder and such controlling Person, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs reasonable expenses, including attorneys’ fees and disbursements and expenses (other than Taxes of the Commitment Parties except investigation, incurred by such party pursuant to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectivelyany actual or threatened action, “Losses”) that any such Indemnified Person may incur suit, proceeding or investigation, or to which any such Indemnified Person of the foregoing Persons may become subject arising under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in connection the Registration Statement or any post-effective amendment thereof or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of the Registration Statement or contained in the final prospectus (as amended or supplemented, if the Company files any amendment or supplement thereto with this Agreementthe SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the transactions contemplated hereby and the obligations hereunderExchange Act or any other law, including the Backstop Commitmentsincluding, the Rights Offeringwithout limitation, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offeringany state securities laws, or any claim, challenge, litigation, investigation rule or proceeding relating regulation thereunder related to any the offer or sale of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by Registrable Securities pursuant to the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented Registration Statement (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred the matters in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing clauses (including in connection with the enforcement of the indemnification obligations set forth hereini) through (iii) being, collectively, “Violations”), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, indemnification required by this Section 3.01 shall not apply to Losses amounts paid in settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of the Company (a) as to a Defaulting Commitment Partywhich consent shall not be unreasonably withheld), its Related Parties nor shall the Company be liable in any such case for any such loss, claim, damage, liability or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) expense to the extent they are found that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is the indemnified party expressly for use in such underlying action, suit or proceeding, or otherwise, to arise from connection with the bad faith, willful misconduct or gross negligence of such Indemnified Personregistration.

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

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

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

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

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

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

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

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

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

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

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

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

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

Indemnification Obligations. The Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except Subject to the extent otherwise provided for limitations set forth in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated Fund hereby indemnifies and holds harmless the obligations hereunderCustodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Backstop Commitments, Custodian or its nominees caused by or arising from actions taken or omitted by the Rights Offering, the payment Custodian on behalf of the Put Option Equity Premium or Fund in the use performance of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, duties and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by under this Agreement or the Plan are consummated or whether or not this Agreement is terminatedContract; provided, however, that such indemnity shall not apply to loss, damage and expense arising from the foregoing indemnity will notnegligence, misfeasance or misconduct of the Custodian or its nominee. In addition, the Fund hereby indemnifies the Custodian, any subcustodian, Securities System, or their respective nominees against any liability incurred by reason of taxes assessed to such person, or other loss, damage or expenses incurred by such person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such person; provided, however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any person. Furthermore, if the Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, the Fund on behalf of the Portfolio, as a prerequisite to any Indemnified Personrequiring the Custodian to take such action, apply shall provide indemnity to Losses (a) as the Custodian in an amount and form satisfactory to a Defaulting Commitment Partyit. If the Fund requires the Custodian, its Related Parties affiliates, subsidiaries or agents, to advance cash or securities for any Indemnified Person related theretopurpose (including but not limited to securities settlements, caused foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominees shall incur or be assessed any taxes, charges, expenses or assessments in connection with the performance of this Contract or from any actions taken or omitted by a Commitment Party Default by the Custodian or its nominees on behalf of the Fund in the performance of its duties under this Contract, except such Commitment Partyas may arise from its or its nominee's own negligent action, negligent failure to act, misfeasance or (b) willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolio's assets to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, necessary to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personobtain reimbursement.

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

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

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

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

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

Indemnification Obligations. The Company To the furthest extent allowable by law, CSO shall indemnify, defend and hold Lender and its Subsidiaries (the “Indemnifying Parties” partners and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its affiliates and their respective Representatives directors, officers, employees, shareholders, lenders, partners and controlling persons agents (eachherein, an the “Lender Indemnified PersonParties”) harmless from and against any and all claims, causes of action, demands, liabilities, losses, claimspenalties, damagesfines, liabilities and costs and judgments, damages or expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreementincluding, without limitation, legal fees, fines, court costs, accounting fees and class action costs) arising out of (collectively “Damages”) whether based on contract, tort, common law, equity, or statute (each, a claim “Claim”), asserted by a third party (collectivelyor on behalf of any Applicant, “Losses”) that any such Indemnified Person may incur Borrower, Regulatory Authority, or other person or entity relating to, arising or alleged to which any such Indemnified Person may become subject arising have arisen in whole or in part out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment consequence of all of the Put Option Equity Premium or the use following: (i) any breach by CSO of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by under this Agreement or the Plan are consummated inaccuracy of any warranty or representation of CSO set forth in this Agreement; (ii) any act or omission (whether one or not this Agreement is terminatedmore) of any Third-Party Service Provider retained by CSO, the inaccuracy of any warranty or representation made for the benefit of Lender by any Third-Party Service Provider retained by CSO, or the breach of any obligation owed to Lender by any Third-Party Service Provider retained by CSO; provided, however, (iii) any claim or determination that the foregoing indemnity will notLoans or the activities of the parties hereunder are illegal under or prohibited by any of the Rules and any other claim asserted by or on behalf of any Applicants, as Borrowers or Regulatory Authority with respect to the Loans; (iv) any examination, investigation or audit conducted by a Regulatory Authority; (v) any actual or alleged injury to any Indemnified PersonApplicant, apply Borrower and/or actual or prospective customer of CSO or to Losses (a) as any employee of CSO actually caused or alleged to a Defaulting Commitment Party, its Related Parties have been caused in whole or in part by CSO or any Indemnified Person related theretoof its employees, caused agents or representatives; (vi) any transaction (whether one or more) arising out of, relating to, and/or pursuant to this Agreement; (vii) any claim by a Commitment Party Default by such Commitment Party, or (b) Borrower relating to the extent they are found by a final, non-appealable judgment documentation of a Loan by CSO or Lender and/or (viii) any act or omission (whether one or more) of CSO, and/or its employees, agents, representatives and/or Third-Party service providers in connection with their performance or lack of performance of any duty or activity contemplated by this Agreement. The obligation under this Section 19(a) shall include payment of all reasonable and necessary counsel fees and expert fees. THE OBLIGATIONS OF CSO TO INDEMNIFY AND DEFEND INDEMNIFIED PARTIES UNDER THIS SECTION 19(a) SHALL EXTEND WITHOUT LIMITATION TO CLAIMS THAT ALLEGE THE NEGLIGENCE, GROSS NEGLIGENCE, AND/OR INTENTIONAL ACTS OF LENDER, EXCEPT THAT CSO SHALL HAVE NO INDEMNIFICATION OBLIGATION CAUSED BY LENDER’S GROSS NEGLIGENCE AND/OR INTENTIONAL TORTS, EXCEPT TO THE EXTENT SUCH GROSS NEGLIGENCE OR INTENTIONAL TORT ARISES FROM ACTIONS REASONABLY REQUIRED TO PERFORM LENDER OBLIGATIONS UNDER THIS AGREEMENT. Additionally, CSO’s indemnification obligations under this Section 19(a) shall include the payment of all costs of defense, if any, including without limitation, all reasonable and necessary attorney’s fees, court costs, accounting fees, class action costs and expert fees, subject to CSO’s reimbursement rights under Section 19(c) below. Except as otherwise provided in this Section 19(a), the obligations of competent jurisdictionCSO to defend, whether such judgment is in such underlying actionindemnify and hold Lender Indemnified Parties harmless under this Section 19(a) shall extend without limitation to the actual or alleged omissions, suit negligence, gross negligence, and intentional acts of Lender, including Lender’s sole or proceedingconcurrent negligence. NOTHING CONTAINED HEREIN SHALL REQUIRE CSO TO DEFEND, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonINDEMNIFY OR HOLD LENDER INDEMNIFIED PARTIES HARMLESS FROM LENDER’S BREACH OF THIS AGREEMENT.

Indemnification Obligations. The Following entry of the Approval Order, the Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (but excluding any claims asserted by either (i) advisors to Saba or its Affiliates against Saba or its Affiliates or (ii) Saba or its Affiliates against advisors to Saba or its Affiliates) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or, with respect to Saba, the Amendment Fee or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or 58 proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonPerson .

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

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

Indemnification Obligations. The Company Xxxxxx agrees that it shall fully indemnify (i) Magten, (ii) each and its Subsidiaries every other person by reason of the fact that such person is or was a director, officer, employee, agent, shareholder, professional (including, without limitation, Xxxx & Xxxxxx and Xxxxx & Company) or other authorized representative of Magten, (iii) Apollo, and (iv) each and every other person by reason of the “Indemnifying Parties” fact that such person is or was a director, officer, employee, agent, partner, professional or other authorized representative of Apollo (all of the foregoing persons and each an “Indemnifying Party”the entities in (i) shallthrough (iv) above, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”the "Indemnitees") from and against any and all lossesclaims, claimsliabilities, actions, suits, damages, liabilities and costs and fines, judgments or expenses (including reasonable attorney's fees), brought or asserted by anyone (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, Xxxxxx or any claim, challenge, litigation, investigation or proceeding relating successor with respect to any asserted violations of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors this Letter Agreement or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (agreement with Xxxxxx entered into by such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including Indemnitee in connection with the enforcement Restructuring) arising during the course of, or otherwise in connection with or in any way related to, the negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the indemnification obligations set forth herein)Restructuring, irrespective of whether or not including the Exchange Offer and the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminatedthereby; provided, however, that this indemnity shall not extend to any claims asserted by Magten or Apollo against any other Indemnitee, and provided, further, that the foregoing indemnity will not, as indemnification shall not apply to any Indemnified Personliabilities arising from the gross negligence or willful misconduct of any Indemnitee. If any claim, apply action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from Xxxxxx, the Indemnitee shall promptly notify Xxxxxx in writing, and Xxxxxx shall assume the defense thereof, including the employment of counsel reasonably satisfactory to Losses the Indemnitee, and the payment of all expenses. The Indemnitee shall have the right to employ separate counsel in any such claim, action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless and until (a) as Xxxxxx has agreed to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by pay the fees and expenses of such Commitment Partycounsel, or (b) Xxxxxx shall have failed promptly to assume the defense of such claim, action or proceeding and employ counsel reasonably satisfactory to the extent they are found by Indemnitee in any such claim, action or proceeding or (c) the named parties to any such claim, action or proceeding (including any impleaded parties) include both the Indemnitee and Xxxxxx, and the Indemnitee believes, in the exercise of its business judgment and in the opinion of its outside legal counsel, reasonably satisfactory to Xxxxxx, that the joint representation of Xxxxxx and the Indemnitee will likely result in a finalconflict of interest (in which case, non-appealable judgment if the Indemnitee notifies Xxxxxx in writing that it elects to employ separate counsel at the expense of Xxxxxx, Xxxxxx shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnitee). In addition, Xxxxxx shall not effect any settlement or release from liability in connection with any matter for which the Indemnitee would have the right to indemnification from Xxxxxx, unless such settlement contains a court full and unconditional release of competent jurisdiction, whether such judgment is in such underlying action, suit or proceedingthe Indemnitee, or otherwisea release of the Indemnitee reasonably satisfactory in form and substance to the Indemnitee. Notwithstanding anything contained herein to the contrary, the provisions of this Section 8 shall not be deemed to arise from the bad faith, willful misconduct limit any other indemnification obligation of Xxxxxx in effect to any Indemnitee whether by agreement or gross negligence of such Indemnified Personin accordance with Xxxxxx'x bylaws.

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

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

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

Indemnification Obligations. The Provider agrees to indemnify, defend, and hold harmless the Company and its Subsidiaries (the “Indemnifying Parties” successors, subsidiaries and each an “Indemnifying Party”) shallaffiliates, jointly and severallyall respective stockholders, indemnify and hold harmless each Commitment Party and its Affiliates, equity holderspartners, members, partnersdirectors, general partnersmanagers, managers officers, employees and its and their respective Representatives and controlling persons agents related thereto (eachcollectively, an the “Indemnified PersonParties”) from and against any and all lossesliabilities, claims, suits, actions, demands, settlements, losses, judgments, costs, damages, liabilities and costs and expenses (other than Taxes including reasonable attorneys’ fees), fines, penalties, including punitive or exemplary damages, and all reasonable costs of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party defense (collectively, collectively “Losses”) that any to the extent such Indemnified Person may incur Losses arise out of or result from: (a) a negligent act, an intentional act, or an intentional omission by Provider, its employees, or agents related to which any such Indemnified Person may become subject or arising out of the business covered by this Agreement; (b) a breach by Provider of this Agreement including but not limited to any of its representations, warranties, or covenants contained in connection with this Agreement, or (c) any failure of Provider, its employees or agents to comply with laws applicable to the transactions contemplated hereby and performance of services hereunder (collectively, the obligations hereunder“Indemnified Matters”). If a person asserts a claim with respect to which Provider may become obligated to indemnify or defend an Indemnified Party pursuant to this Article 3, the Indemnified Party shall provide Provider with prompt written notice of such claim, including copies of all available material written evidence thereof. Provider shall proceed to defend such claim in a diligent manner at the Backstop Commitmentssole expense of Provider. The Indemnified Party may participate, at its sole cost and expense, in the Rights Offeringdefense of such claim. If Provider does not assume the defense of such claim, then the payment Indemnified Party may, at its election, proceed with the defense of such claim on its own, in which case all reasonable expenses relating to the Put Option Equity Premium or defense of such claim shall be borne and paid exclusively by Provider. With respect to the use defense of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding (x) the Party that is defending such claim shall (i) keep the Party that is not defending such claim informed of all material developments and events relating to any such claim and (ii) not settle, adjust or compromise such claim without the prior written consent of the foregoing, Party who is not defending such claim; which consent shall not be unreasonably withheld or delayed and (y) the Party that is not defending such claim shall make available to the Party who is defending such claim any documents and materials in its possession or control that may be necessary to the defense of such claim. Provider’s obligations under this Article 3 shall apply regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by negligence on the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any part of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonParties.

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

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

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

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

Indemnification Obligations. The Company (a) In consideration of each Investor's execution and its Subsidiaries (delivery of the “Indemnifying Parties” Transaction Documents and each an “Indemnifying Party”) shallacquiring the Securities hereunder and in addition to all of the Corporation's other obligations under the Transaction Documents, jointly and severallythe Corporation shall defend, protect, indemnify and hold harmless each Commitment Party Investor and its Affiliatessuch Investor's stockholders, equity holderspartners, members, partnersofficers, general partnersdirectors, managers employees and its direct or indirect investors and their respective Representatives and controlling persons any of the foregoing Persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (each, an “Indemnified Person”) "INDEMNITEE" and collectively, the "INDEMNITEES"), as incurred, from and against any and all lossesactions, causes of action, suits, claims, damageslosses, costs, penalties, fees, liabilities and costs damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "INDEMNIFIED LIABILITIES"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Corporation in the Transaction Documents or any other than Taxes certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Commitment Parties except to Corporation contained in the extent otherwise provided for in this AgreementTransaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (c) arising out any cause of a action, suit or claim asserted brought or made against such Indemnitee by a third party (collectively, “Losses”including for these purposes a derivative action brought on behalf of the Corporation) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject and arising out of or in connection with this Agreementresulting from (i) the execution, delivery, performance or enforcement of the transactions Transaction Documents or any other certificate, instrument or document contemplated hereby and the obligations hereunderor thereby, including the Backstop Commitments(ii) any transaction financed or to be financed in whole or in part, the Rights Offeringdirectly or indirectly, the payment of the Put Option Equity Premium or the use of with the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any issuance of the foregoing, regardless Securities or (iii) the status of whether any Indemnified Person is a party thereto, whether such Investor or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any holder of the foregoing (including Securities as an investor in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not Corporation pursuant to the transactions contemplated by the Transaction Documents; provided that indemnification pursuant to this Agreement clause (iii) shall not be available to the extent arising primarily from such Investor's bad faith, breach of the Transaction Documents, fraud, gross negligence or willful misconduct. To the Plan are consummated or whether or not this Agreement is terminated; provided, however, extent that the foregoing indemnity will notundertaking by the Corporation may be unenforceable for any reason, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) the Corporation shall make the maximum contribution to the extent they are found by a final, non-appealable judgment payment and satisfaction of a court each of competent jurisdiction, whether such judgment the Indemnified Liabilities which is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personpermissible under applicable law.

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

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

Indemnification Obligations. The Company and its Subsidiaries Each Party (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severallywill defend, indemnify and hold harmless each Commitment the other Party (the “Indemnified Party”) and its Affiliates, equity holders, members, partners, general partners, managers Affiliates and its and their respective Representatives directors, officers, employees, agents and controlling persons consultants and legal, financial, accounting and other advisors (each, an “Indemnified PersonRelated Persons”) harmless from and against any and all losses, claims, damages, liabilities and costs and expenses damages (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreementincluding reasonable attorneys’ fees) arising out of a claim asserted by a third party (collectively, “Losses”) that resulting from any such Indemnified Person may incur Third Party claims, demands, suits or proceedings (“Claims” or, if singular, “Claim”) to which any such Indemnified Person may become subject the extent arising out of or based upon: (a) in connection with the case that Cronos is the Indemnifying Party, (i) the manufacture, use, handling, storage, sale or other disposition of the Collaboration Strains, Target Cannabinoids, or Cronos Products in the Territory by Cronos or its Affiliates or (sub)licensees, including product liability claims, (ii) any claim of infringement related to Cronos Background IP, or the formulation or blending or use of any Target Cannabinoids or Cronos Product by Cronos (iii) any breach by Cronos of any of its representations, warranties or obligations pursuant to this Agreement, or (iv) the transactions contemplated hereby and the obligations hereunderfraud, including the Backstop Commitments, the Rights Offering, the payment gross negligence or willful misconduct of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, Cronos or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment PartyPersons, or (b) in the case that Ginkgo is the Indemnifying Party, (i) the Manufacture, use, handling or storage the Collaboration Strains by Ginkgo or any of its Related Persons, (ii) any claim of infringement related to Ginkgo Background IP, (iii) any breach by Ginkgo of any of its representations, warranties or obligations pursuant to this Agreement, or (iv) the fraud gross negligence or willful misconduct of Ginkgo or any of its Related Persons. The indemnification obligations set forth in this Section 11.1 do not apply to the extent they are found by a finalthat the Losses arise in whole or in part from the negligence, non-appealable judgment recklessness or willful misconduct of a court the Indemnified Party or any of competent jurisdiction, whether such judgment is in such underlying action, suit or proceedingits Related Persons, or otherwise, to arise from the bad faithmaterial breach of any representation, willful misconduct warranty or gross negligence covenant made or given under this Agreement by the Indemnified Party or any of such Indemnified Personits Related Persons.

Indemnification Obligations. The Company and its Subsidiaries In connection with any registration of the Registrable Securities under this Agreement, (the “Indemnifying Parties” and each an “Indemnifying Party”i) shall, jointly and severally, Katy shall indemnify and hold harmless each Commitment Party of the Holders, and its Affiliateseach underwriter for such Holder, equity holdersincluding but not limited to each Person, membersif any, partnerswho controls a Holder within the meaning of Section 15 of the Act, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs expenses (including but not limited to reasonable expenses incurred in investigating, preparing and defending against any claim) to which a Holder, underwriter or such controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as the same arise out of or are based upon or are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (as amended or supplemented if Katy shall have furnished any amendments or supplements thereto) furnished pursuant to this Agreement or insofar as the same arise out of or are based upon or are caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are ultimately determined to have arisen out of or were based upon or were caused by any untrue statement or alleged untrue statement or omission or alleged omission based upon written information furnished to Katy by or on behalf of any Holder or any such control person for inclusion in any Registration Statement or Prospectus (and any amendments or supplements thereto), and (ii) the Participating Holders jointly and severally, shall indemnify Katy, its affiliates, any person who signed any Registration Statement, and their respective officers, directors and control persons against all such losses, claims, damages, liabilities and expenses (other than Taxes of including but not limited to reasonable expenses incurred in investigating, preparing and defending against any claim) insofar as the Commitment Parties except same are ultimately determined to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising have arisen out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium were based upon or the use of the proceeds of the Rights Offering, were caused by any such untrue statement or alleged untrue statement or any claimsuch omission or alleged omission based upon written information furnished to Katy by or on behalf of any Holder, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors underwriter or any other Person, such control person for the inclusion in any Registration Statement or Prospectus (and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal any amendments or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth hereinsupplements thereto), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as liability of the Participating Holders under this Section 3.1 shall be limited to any Indemnified Person, apply to Losses (a) as the net proceeds actually received by such Holders pursuant to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused Prospectus included in a Registration Statement under this Agreement. In the event that it shall have been finally determined by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction that a party which has received payments hereunder is not entitled thereto, whether such judgment is in such underlying action, suit or proceeding, or otherwise, payments shall be promptly refunded to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personpayor.

Indemnification Obligations. The Company and its Subsidiaries (the “Indemnifying Parties” a. Seller agrees to hold harmless Buyer and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and of its Affiliates, equity holders, members, partners, general partners, managers and its respective Affiliates and their respective Representatives officers, directors, employees, agents, attorneys and controlling persons advisors (each, an “Indemnified PersonParty”) from from, defend and indemnify each Indemnified Party (and shall reimburse each Indemnified Party as the same is incurred) against any and all claims, causes of action, liabilities, losses, damages, judgments, costs and/or expenses of any kind (collectively, “Claims”), and any reasonable fees and expenses of counsel, that may be imposed on, incurred by, or asserted against any Indemnified Party relating to or arising out of this Agreement, any Transaction Request, any Program Agreement or any transaction contemplated hereby or thereby, regardless of whether an Indemnified Party is party to such Claim, regardless of who initiated such Claim and regardless of whether such Claim was caused by or arose out of the action of or failure to act by an Indemnified Party other than any Claim directly resulting from (i) any Indemnified Party’s bad faith, gross negligence or willful misconduct or (ii) a material breach by any Indemnified Party of its express obligations under any Program Agreement. Seller shall reimburse each Indemnified Party for any and all reasonable and actual expenses of any Indemnified Party or third party in connection with the enforcement of this Agreement and the exercise of any right or remedy provided for herein, in any Transaction Request and in any other Program Agreement, including, without limitation, any and all reasonable fees and disbursements of counsel. Seller’s agreements in this Section 28 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. Seller hereby acknowledges that its obligations hereunder are recourse obligations of Seller and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Mortgage Loans. Each party, including each Indemnified Party, also agrees not to assert any claim against any other party, any of such other party’s Affiliates or any Indemnified Party on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the facility established hereunder, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE INDEMNITY IN THE IMMEDIATELY PRECEDING SENTENCE EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. This Section 28(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) etc. arising out of a claim asserted by a third party (collectively, “Losses”) that from any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, Tax claim. [Redacted to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.remove confidential information]

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

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

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

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

Indemnification Obligations. 10.20.1 The Company and its Subsidiaries indemnification obligations under this Agreement shall be subject to the following provisions: The party seeking indemnification (the “Indemnifying Parties” and each an “Indemnifying PartyIndemnitee”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons shall notify the other party (each, an “Indemnified PersonIndemnitor”) of any claim against Indemnitee within fifteen (15) days after it has notice of such claim, but failure to notify Indemnitor shall in no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnitee against such liability (with counsel approved by Indemnitee), within fifteen (15) days after Indemnitee gives Indemnitor written notice of the same, then Indemnitee may settle such claim, and recover from and against any and all losses, claims, damages, liabilities and Indemnitor the amount of such settlement consideration together with the costs and expenses (other than Taxes of the Commitment Parties except Indemnitee, including reasonable attorneys’ fees, related to any actions, suits or judgments incident to such claim to the extent otherwise provided for covered by such indemnities, and incurred by Indemnitee in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that effecting such settlement. Indemnitee shall have the right to employ its own counsel in any such Indemnified Person may incur or to which any case, but the fees and expenses of such Indemnified Person may become subject arising out counsel shall be at the expense of or Indemnitee unless: (i) the employment of such counsel shall have been authorized in writing by Indemnitor in connection with this Agreementthe defense of such action, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offeringwhich authorization shall not be unreasonably withheld by Indemnitor, or any claim(ii) Indemnitor shall not have employed counsel to direct the defense of such action (in which case Indemnitor shall not have the right to direct the defense of such action or of Indemnitee), challenge, litigation, investigation or proceeding relating in either event such fees and expenses shall be borne by Indemnitor to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not extent that such proceedings fees and expenses are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses reasonably incurred in connection with investigatinga claim covered by the indemnities hereunder. Additionally, preparing at any time Indemnitee determines (a) that counsel selected by Indemnitor and accepted by Indemnitee is not defending any claim in a professional manner, in accordance with the highest standards of legal ethics and utilizing the skills and professional judgment which are customarily employed in the San Francisco area by legal counsel who are experienced and expert in the defense of matters similar to defend such claims, (b) that that there may be legal defenses available to him, her or defendingit that are different from or in addition to those available to any person being concurrently represented by such counsel selected by Indemnitor and accepted by Indemnitee, (c) that such counsel selected by Indemnitor and accepted by Indemnitee has a conflict of interest that any Indemnitee should not waive, or providing evidence (d) there is a conflict of interest that should be waived and either Indemnitor or such counsel is not willing to execute a conflict waiver in or preparing form and substance reasonably satisfactory to serve or serving as a witness Indemnitee, then Indemnitee may notify Indemnitor and such counsel of such fact. If the performance of such counsel does not immediately (within 10 days after such notice) conform to all of the above standards (with respect toto subparagraph (a)), or if the perceived defense or conflict of interest issue is not immediately (within 10 days after such notice) resolved to the satisfaction of counsel and Indemnitee (with respect to subparagraphs (b) (c) and (d)), then within 10 days thereafter Indemnitee may (x) engage new legal counsel (reasonably acceptable to Indemnitor) to undertake defense of any lawsuitclaims, investigationand (y) cause such new legal counsel to notify Indemnitor that it has been so engaged and that it has read and agrees to abide by the provisions of this Agreement, claim or other proceeding relating to any in which event such fees and expenses of the foregoing (including new legal counsel shall be borne by Indemnitor to the extent that such fees and expenses are reasonably incurred in connection with a claim covered by the enforcement of the indemnities hereunder. The indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by Indemnitor under this Agreement shall also benefit any present or the Plan are consummated future advisor, trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, participant or whether agent of or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties in Indemnitee or any Indemnified Person related thereto, caused by entity now or hereafter having a Commitment Party Default by such Commitment Party, direct or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is indirect ownership interest in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonIndemnitee.

Indemnification Obligations. The Company Following entry of the Confirmation Order, Quorum and its Subsidiaries the other Debtors (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Equity Commitment Party and Party, its Affiliates, equity holdersshareholders, members, partnerspartners and other equity holders, general partners, managers and its and their respective Representatives Representatives, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Equity Commitment Parties except to the extent otherwise provided for in this Agreementthe last sentence of Section 2.04(c)) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby Agreement and the its obligations hereunder, including the Backstop Commitments, the Rights Offering, Equity Commitment or the payment of the Put Option Equity Premium or the use of the proceeds of the Rights OfferingCommitment Premium, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by Quorum, the Company, its Subsidiariesother Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party out-of-pocket expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Equity Commitment Party, Party and its Related Parties or any Indemnified Person related thereto, caused by a an Equity Commitment Party Default by such Equity Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

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

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

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

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

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

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

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

Indemnification Obligations. The Company and its Subsidiaries Following the entry of the BCA Approval Order, the Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Financing Party (other than a Subsequent Private Placement Investor) and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons Persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, Agreement and the transactions contemplated hereby and the obligations hereunderhereby, including the Backstop CommitmentsCommitment, the Rights OfferingOfferings, the Private Placements, the payment of the Put Option Equity Commitment Premium or the Termination Payment, the use of the proceeds of the Rights OfferingOfferings or Private Placements, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its SubsidiariesDebtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented out-of-pocket (with such documentation subject to redaction only to preserve attorney client and work product privileges) legal or other third-party expenses actually incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, Party or its Related Parties or any Indemnified Person Purchasers related thereto, caused by to a Commitment Party Default by such Commitment Party, (b) as to a Defaulting Private Placement Party or its Related Purchasers related to a Private Placement Investor Default by such Private Placement Investor or (bc) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person; provided further that this Section 8.1 will not apply to the Subsequent Private Placement Investors.

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

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

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

Indemnification Obligations. The Company and its Subsidiaries (Whether or not any of the “Indemnifying Parties” and each an “Indemnifying Party”) shallContemplated Transactions are consummated, the A.M. Castle Parties hereby agree, jointly and severally, to indemnify and hold harmless each of the Commitment Party Parties and its each of their respective Affiliates, Related Funds, stockholders, equity holders, members, partners, general partnersmanagers, managers and its and their respective Representatives officers, directors, employees, attorneys, accountants, financial advisors, consultants, agents, advisors and controlling persons (each, in such capacity, an “Indemnified PersonParty”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes expenses, joint or several, imposed on, sustained, incurred or suffered by, or asserted against, any Indemnified Party as a result of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with related to, directly or indirectly, this Agreement, any of the transactions contemplated hereby and the obligations hereunderby this Agreement (including any claims arising from, including the Backstop Commitmentsrelated to or in connection with, the Rights Offeringany violations or alleged violations of U.S. federal or other securities laws), the payment or any of the Put Option Equity Premium other Contemplated Transactions, or any breach by the use A.M. Castle Parties of the proceeds any of the Rights Offeringtheir representations, warranties and/or covenants set forth in this Agreement, or any claim, challenge, litigation, investigation or proceeding other Proceeding relating to or arising out of any of the foregoing, regardless of whether any such Indemnified Person Party is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and to reimburse each such Indemnified Person upon demand Party for the reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other thirdout-party of-pocket costs and expenses as they are incurred in connection with investigating, preparing monitoring, responding to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to defending any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth hereincollectively, “Losses”), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity indemnification will not, as to any Indemnified PersonParty, apply to Losses that are (a%3) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Funding Default by of such Commitment Indemnified Party, or (b%3) to the extent they are found determined by a final, non-appealable judgment of decision by a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, gross negligence, willful misconduct or gross negligence breach by such Indemnified Party of its obligations under this Agreement or the Restructuring Support Agreement (clauses (a) and (b), the “Loss Exceptions”). If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold it harmless, then the A.M. Castle Parties shall contribute to the amount paid or payable by such Indemnified Party as a result of such Loss in such proportion as is appropriate to reflect not only the relative benefits received by the A.M. Castle Parties on the one hand and such Indemnified PersonParty on the other hand but also the relative fault of any A.M. Castle Party, on the one hand, and such Indemnified Party, 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 Parties, on the other hand, shall be deemed to be in the same proportion as (a) the total value received or proposed to be received by the A.M. Castle Parties pursuant to the issuance and sale of the New Money Notes as contemplated by this Agreement bears to (b) the Put Option Payment paid or proposed to be paid to the Commitment Parties (applying a liquidity discount as appropriate). The A.M. Castle Parties also agree that no Indemnified Party shall have any liability based on its exclusive or contributory negligence or otherwise to the A.M. Castle Parties, any Person asserting claims on behalf of or in right of the A.M. Castle Parties, or any other Person in connection with or as a result of this Agreement, the Definitive Documents or the transactions contemplated hereby or thereby or any of the Contemplated Transactions, except as to any Indemnified Party to the extent that Loss incurred by the A.M. Castle Parties resulted from the Loss Exceptions. The terms set forth in this Article X shall survive termination of this Agreement and shall remain in full force and effect regardless of whether the transactions contemplated by this Agreement are consummated. The indemnity and reimbursement obligations of the A.M. Castle Parties under Article X are in addition to, and do not limit, the A.M. Castle Parties’ obligations under Article III hereof.

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

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

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

Indemnification Obligations. The Each of the Company and its Subsidiaries FCI agrees, on a joint and several basis, that it shall fully indemnify (i) each Consenting Debentureholder and (ii) each and every other person by reason of the “Indemnifying Parties” and each an “Indemnifying Party”fact that such person is or was a director, officer, employee, agent, shareholder, professional (including, without limitation, Hebb & Gitlin, Houlihan Lokex Xxwarx & Xxkix, xxx Xixxxxxx, Xxxxon & Xxxger) shallox xxxxx xxxxxxxxed representative of the Consenting Debentureholder (all the foregoing persons, jointly and severallytogether with the Consenting Debentureholders, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”the "Indemnitees") from and against any and all lossesclaims, claimsliabilities, actions, suits, damages, liabilities and costs and fines, judgments or expenses (including reasonable attorney's fees), brought or asserted by anyone (other than Taxes the Company or FCI or any successor with respect to asserted violations of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectivelyduring the course of, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or otherwise in connection with this Agreementor in any way related to, the negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the Financial Restructuring, including the Prepackaged Plan and the transactions contemplated hereby and the obligations hereunderthereby; PROVIDED, including the Backstop CommitmentsHOWEVER, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating that this indemnity shall not extend to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought claims asserted by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or Consenting Debentureholder against any other PersonIndemnitee, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigatingPROVIDED, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, howeverFURTHER, that the foregoing indemnity will not, as indemnification shall not apply to any Indemnified Personliabilities arising from the gross negligence or wilful misconduct of any Indemnitee. If any claim, apply action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from the Company or FCI, the Indemnitee shall promptly notify the Company or FCI in writing, and the Company or FCI shall assume the defense thereof, including the employment of counsel reasonably satisfactory to Losses the Indemnitee, and the payment of all expenses. The Indemnitee shall have the right to employ separate counsel in any such claim, action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (a) as the Company or FCI has agreed to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by pay the fees and expenses of such Commitment Partycounsel, or (b) the Company or FCI shall have failed promptly to assume the defense of such claim, action or proceeding and employ counsel reasonably satisfactory to the extent they are found by a finalIndemnitee in any such claim, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit action or proceeding, or otherwise(c) the named parties to any such claim, action or proceeding (including any impleaded parties) include both the Indemnitee and the Company or FCI, and the Indemnitee believes, in the exercise of its business judgment and in the opinion of its legal counsel, reasonably satisfactory to arise the Company or FCI, that the joint representation of the Company or FCI and the Indemnitee will likely result in a conflict of interest (in which case, if the Indemnitee notifies the Company or FCI in writing that it elects to employ separate counsel at the expense of the Company or FCI, the Company or FCI shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnitee). In addition, the Company or FCI shall not effect any settlement or release from liability in connection with any matter for which the Indemnitee would have the right to indemnification from the bad faithCompany or FCI, willful misconduct unless such settlement contains a full and unconditional release of the Indemnitee, or gross negligence a release of such Indemnified Personthe Indemnitee reasonably satisfactory in form and substance to the Indemnitee.

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

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

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

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

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

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

Indemnification Obligations. The Company and its Subsidiaries indemnification obligations under this Agreement shall be subject to the following provisions: (the 1) The party seeking indemnification (“Indemnifying Parties” and each an “Indemnifying PartyIndemnitee”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons shall notify the other party (each, an “Indemnified PersonIndemnitor”) of any Claim against Indemnitee within forty-five (45) days after it has notice of such Claim, but failure to notify Indemnitor shall in no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnitee against such liability (with counsel approved by Indemnitee), within thirty (30) days after Indemnitee gives Indemnitor written notice of the same, then Indemnitee may defend and settle such Claim, and Indemnitor’s liability to Indemnitee shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including attorneys’ fees, incurred by Indemnitee in effecting such 40 settlement. Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of Indemnitee unless: (a) the employment of such counsel shall have been authorized in writing by Indemnitor in connection with the defense of such action, (b) Indemnitor shall not have employed counsel to direct the defense of such action or any such counsel employed by Indemnitor shall have failed to commence or pursue such defense, or (c) Indemnitee shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the right to direct the defense of such action or of Indemnitee), in any of which events such fees and against any and all losses, claims, damages, liabilities and expenses shall be borne by Indemnitor. (2)The indemnification obligations under this Agreement shall cover the costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunderIndemnitee, including the Backstop Commitmentsreasonable attorneys’ fees, the Rights Offeringrelated to any actions, the payment of the Put Option Equity Premium suits or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating judgments incident to any of the foregoingmatters covered by such indemnities. (3)The indemnification obligations of Indemnitor under this Agreement shall also benefit any present or future advisor, regardless trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, participant and agent of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors in Indemnitee or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal entity now or other third-party expenses incurred hereafter having a direct or indirect ownership interest in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.Indemnitee. O.

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

Indemnification Obligations. The Company and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except Subject to the extent otherwise provided for limitations set forth in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated Fund hereby indemnifies and holds harmless the obligations hereunderCustodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Backstop Commitments, Custodian or its nominees caused by or arising from actions taken or omitted by the Rights Offering, the payment Custodian on behalf of the Put Option Equity Premium or Fund in the use performance of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, duties and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by under this Agreement or the Plan are consummated or whether or not this Agreement is terminatedContract; provided, however, that such indemnity shall not apply to loss, damage and expense arising from the foregoing indemnity will notnegligence, misfeasance or misconduct of the Custodian or its nominee. In addition, the Fund hereby indemnifies the Custodian, any subcustodian, Securities System, or their respective nominees against any liability incurred by reason of taxes assessed to such person, or other loss, damage or expenses incurred by such person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such person; provided, however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any person. Furthermore, if the Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, the Fund on behalf of the Portfolio, as a prerequisite to any Indemnified Personrequiring the Custodian to take such action, apply shall provide indemnity to Losses (a) as the Custodian in an amount and form satisfactory to a Defaulting Commitment Partyit. If the Fund requires the Custodian, its Related Parties affiliates, subsidiaries or agents, to advance cash or securities for any Indemnified Person related theretopurpose (including but not limited to securities settlements, caused foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominees shall incur or be assessed any taxes, charges, expenses or assessments in connection with the performance of this Contract or from any actions taken or omitted by a Commitment Party Default by the Custodian or its nominees on behalf of the Fund in the performance of its duties under this Contract, except such Commitment Party, as may arise from its or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying its nominee's own negligent action, suit negligent failure to act, misfeasance or proceedingwillful misconduct, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.any property at any time held

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

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

Indemnification Obligations. The Company From and its Subsidiaries after the date of this Agreement, each party (the “Indemnifying Parties” and each an “Indemnifying Party”) shallshall indemnify, jointly and severally, indemnify defend and hold harmless each Commitment Party the other party (the “Indemnified Party”), all its corporate parents, subsidiaries and its Affiliates, equity holders, members, partners, general partners, managers Affiliates and all of its and their respective Representatives employees, subcontractors, agents, officers, directors and controlling persons shareholders harmless against: (each, an “Indemnified Person”a) from and against any and all out-of-pocket expenses or losses, claimsliabilities, damages, liabilities and costs and or other direct expenses or claims or counterclaims of third persons or entities directly related or attributable to (i) the Indemnifying Party’s or its agent’s or employee’s violation (or act causing the other than Taxes party to be in violation) of any state or federal law or regulation, or such parties’ willful misconduct; (ii) the Commitment Parties except to Indemnifying Party’s breach of any covenant or warranty made by the extent otherwise provided for Indemnifying Party in this Agreement; (iii) arising out any material misrepresentation of a claim asserted by a third party (collectivelyIndemnifying Party in this Agreement or any material misrepresentation in or omission from any document, “Losses”) that any such Indemnified Person may incur certificate or information furnished or to which any such Indemnified Person may become subject arising out of or in connection with be furnished by Indemnifying Party under this Agreement; and (iv) any products or services offered, provided, manufactured, marketed, distributed, advertised, promoted or issued by or on behalf of Indemnifying Party (including without limitation the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium Client Cards) or the based upon use of the proceeds licensed marks by or on behalf of Indemnifying Party; (b) any losses due to any fraudulent activity on the Rights Offeringpart of any employee or agent of Indemnifying Party; (c) any claims brought by any Indemnified Party’s customer, Cardholder, employee or other third party based upon Indemnifying Party’s failure to make any claimpayment to such customer, challengeCardholder, litigationemployee or other third party; and (d) any and all actions, investigation suits, proceedings, demands, assessments, judgments, costs and expenses, and any reasonable attorneys’ fees, consultant’s fees or proceeding relating court costs incident to any of the foregoing, regardless of whether except for any Indemnified Person is a party thereto, whether loss due to the gross negligence or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any willful misconduct of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether Indemnified Party or not the transactions contemplated by this Agreement its agents or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Personemployees.

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

Indemnification Obligations. The Company PSC and its Subsidiaries (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, Affiliates jointly and severallyseverally agree to fully indemnify each Consenting Lender, indemnify and hold harmless each Commitment Party and its Affiliatesthe Administrative Agent, equity holdersthe Other Agents, members, partners, general partners, managers and its and their respective Representatives and controlling persons Affiliates, directors, officers, employees, agents or representatives including counsel (eachcollectively, an “Indemnified Person”the "Indemnitees") from and against any and all lossesmanner of actions, claimscauses of action, damagessuits, proceedings, liabilities and claims of any nature, costs and or expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreementincluding reasonable legal fees) arising out of a claim which may be incurred by such Indemnitee or asserted by a third party (collectively, “Losses”) that any against such Indemnified Person may incur or to which any such Indemnified Person may become subject Indemnitee arising out of or during the course of, or otherwise in connection with this Agreementor in any way related to, the transactions contemplated hereby negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment consummation of the Put Option Equity Premium or the use of the proceeds of the Rights OfferingPlan, or other than any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) liabilities to the extent they are found arising from the gross negligence or wilful or intentional misconduct of any Indemnitee as determined by a final, non-appealable final judgment of a court of competent jurisdiction. If any claim, whether action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from PSC, the Indemnitee shall promptly notify PSC in writing, and PSC may assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnitee, and the payment of all costs and expenses. The Indemnitee shall have the right to employ separate counsel in any such judgment is claim, action or proceeding and to consult with PSC in the defense thereof, and the fees and expenses of such underlying actioncounsel shall be at the expense of PSC unless and until PSC shall have assumed the defense of such claim, suit action or proceeding. If the named parties to any such claim, action or proceeding (including any impleaded parties) include both the Indemnitee and PSC, and the Indemnitee reasonably believes that the joint representation of PSC and the Indemnitee may result in a conflict of interest the Indemnitee may notify PSC in writing that it elects to employ separate counsel at the expense of PSC, and PSC shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnitee. In addition, PSC shall not effect any settlement or release from liability in connection with any matter for which the Indemnitee JUNE 21 AMENDMENT TO LOCKUP AGREEMENT would have the right to indemnification from PSC, unless such settlement contains a full and unconditional release of the Indemnitee, or otherwise, a release of the Indemnitee satisfactory in form and substance to arise from the bad faith, willful misconduct or gross negligence of such Indemnified PersonIndemnitee.

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

Indemnification Obligations. The Company and its Subsidiaries Each Party (the “Indemnifying Parties” and each an “Indemnifying Party”) shall, jointly and severallywill defend, indemnify and hold harmless each Commitment the other Party (the “Indemnified Party”) and its Affiliates, equity holders, members, partners, general partners, managers Affiliates and its and their respective Representatives directors, officers, employees, agents and controlling persons consultants and legal, financial, accounting and other advisors (each, an “Indemnified PersonRelated Persons”) harmless from and against any and all losses, claims, damages, liabilities and costs and expenses damages (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreementincluding reasonable attorneys’ fees) arising out of a claim asserted by a third party (collectively, “Losses”) that resulting from any such Indemnified Person may incur Third Party claims, demands, suits or proceedings (“Claims” or, if singular, “Claim”) to which any such Indemnified Person may become subject the extent arising out of or based upon: (a) in connection with the case that Cronos is the Indemnifying Party, (i) the Manufacture, use, handling, storage, sale or other disposition of the Collaboration Strains, Target Cannabinoids, or Cronos Products in the Territory by Cronos or its Affiliates or (sub)licensees or any of its Related Persons, including product liability claims, (ii) any claim of infringement related to Cronos Background IP, or the formulation, blending or use of any Target Cannabinoids or Cronos Product by Cronos, (iii) any breach by Cronos of any of its representations, warranties or obligations pursuant to this Agreement, or (iv) the transactions contemplated hereby and the obligations hereunderfraud, including the Backstop Commitments, the Rights Offering, the payment gross negligence or willful misconduct of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, Cronos or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment PartyPersons, or (b) in the case that Ginkgo is the Indemnifying Party, (I) the Manufacture, use, handling or storage of the Collaboration Strains by Ginkgo or any of its Related Persons, (II) any claim of infringement related to Ginkgo Background IP, (III) any 62 breach by Ginkgo of any of its representations, warranties or obligations pursuant to this Agreement, or (IV) the fraud, gross negligence or willful misconduct of Ginkgo or any of its Related Persons. The indemnification obligations set forth in this Section 11.1 do not apply to the extent they are found by a finalthat the Losses arise in whole or in part from the negligence, non-appealable judgment recklessness or willful misconduct of a court the Indemnified Party or any of competent jurisdiction, whether such judgment is in such underlying action, suit or proceedingits Related Persons, or otherwise, to arise from the bad faithmaterial breach of any representation, willful misconduct warranty or gross negligence covenant made or given under this Agreement by the Indemnified Party or any of such Indemnified Personits Related Persons.

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

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

Indemnification Obligations. The Company Salant agrees that it shall fuxxx xxdemnify (i) Magten, (ii) each and its Subsidiaries every other person by reason of the fact that such person is or was a director, officer, employee, agent, shareholder, professional (including, without limitation, Hebb & Gitlin and Allen & Compxxx) or xxxxx authxxxxxd representative of Magten, (iii) Apollo, and (iv) each and every other person by reason of the “Indemnifying Parties” fact that such person is or was a director, officer, employee, agent, partner, professional or other authorized representative of Apollo (all of the foregoing persons and each an “Indemnifying Party”the entities in (i) shallthrough (iv) above, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”the "Indemnitees") from and against any and all lossesclaims, claimsliabilities, actions, suits, damages, liabilities and costs and fines, judgments or expenses (including reasonable attorney's fees), brought or asserted by anyone (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby and the obligations hereunder, including the Backstop Commitments, the Rights Offering, the payment of the Put Option Equity Premium or the use of the proceeds of the Rights Offering, Salant or any claim, challenge, litigation, investigation or proceeding relating successor with rxxxxxx to any asserted violations of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiaries, their respective equity holders, Affiliates, creditors this Letter Agreement or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (agreement with Salant entered into by such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including Inxxxxxxee in connection with the enforcement Restructuring) arising during the course of, or otherwise in connection with or in any way related to, the negotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the indemnification obligations set forth herein)Restructuring, irrespective of whether or not including the Exchange Offer and the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminatedthereby; provided, however, that this indemnity shall not extend to any claims asserted by Magten or Apollo against any other Indemnitee, and provided, further, that the foregoing indemnity will not, as indemnification shall not apply to any Indemnified Personliabilities arising from the gross negligence or willful misconduct of any Indemnitee. If any claim, apply action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from Salant, the Indemnitee shall pxxxxxxy notify Salant in writing, and Salant xxxxx assume the defensx xxxxeof, including the employment of counsel reasonably satisfactory to Losses the Indemnitee, and the payment of all expenses. The Indemnitee shall have the right to employ separate counsel in any such claim, action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless and until (a) as Salant has agreed to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by pay the fxxx xxd expenses of such Commitment Partycounsel, or (b) Salant shall have failed prompxxx xx assume the defense of such claim, action or proceeding and employ counsel reasonably satisfactory to the extent they are found by Indemnitee in any such claim, action or proceeding or (c) the named parties to any such claim, action or proceeding (including any impleaded parties) include both the Indemnitee and Salant, and the Indemnitee belxxxxx, in the exercise of its business judgment and in the opinion of its outside legal counsel, reasonably satisfactory to Salant, that the joint represexxxxxxn of Salant and the Indemnitee will xxxxxy result in a finalconflict of interest (in which case, non-appealable judgment if the Indemnitee notifies Salant in writing that it elecxx xx employ separate counsel at the expense of Salant, Salant shall not have xxx xxghx xx xssume the defense of such action or proceeding on behalf of the Indemnitee). In addition, Salant shall not effect any sexxxxxxnt or release from liability in connection with any matter for which the Indemnitee would have the right to indemnification from Salant, unless such settlement xxxxxins a court full and unconditional release of competent jurisdiction, whether such judgment is in such underlying action, suit or proceedingthe Indemnitee, or otherwisea release of the Indemnitee reasonably satisfactory in form and substance to the Indemnitee. Notwithstanding anything contained herein to the contrary, the provisions of this Section 8 shall not be deemed to arise from the bad faith, willful misconduct limit any other indemnification obligation of Salant in effect to any Indemnxxxx xhether by agreement or gross negligence of such Indemnified Personin accordance with Salant's bylaws.

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

Indemnification Obligations. The Company Following the entry of the PPA and its Subsidiaries BCA Approval Order, the Debtors (the “Indemnifying Parties” and each each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an 57 “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties except to the extent otherwise provided for in this AgreementParties) arising out of a claim asserted by a third third-party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the transactions contemplated hereby Agreement and the its obligations hereunder, including the Backstop CommitmentsCommitment, the Rights Offering, the payment of the Put Option Equity Premium Backstop Premiums, the Breakup Payments or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company, its Subsidiariesthe Reorganized Company, the Company Group, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Commitment Party, its Related Parties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

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

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

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

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

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