Common use of Indemnification Obligations Clause in Contracts

Indemnification Obligations. Following the entry of the Backstop Order, but effective as of the date hereof, the Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each 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 Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 Parties, the 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following the entry of the Backstop Order, but effective as of the date hereof, the Company Parties Debtors (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop 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 Backstop Equity Commitment Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Equity Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 Company PartiesDebtors, the Reorganized Company PartiesDebtors, 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Equity Commitment Party or its Related Parties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following Subject to the entry limitations set forth in this Section 8, from and after the Closing Date, each of the Backstop Order, but effective as of the date hereof, the Company Seller Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, shall jointly and severallyseverally protect, defend, indemnify and hold harmless each Backstop Party and its AffiliatesCMED, equity holders, members, partners, general partners, managers and its CMED Sub and their respective Representatives Affiliates, officers, directors, employees, representatives and controlling persons agents (each, an “Indemnified Person” and collectively, the “Indemnified Persons”) from and against any and all losses, claimscosts, amounts paid or payable, damages, liabilities and costs liabilities, fees (including without limitation reasonable attorneys’ fees) and expenses (other than Taxes of the Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, the “LossesDamages”) ), that any such of Indemnified Person may incur or to which any such Indemnified Person may become subject arising out Persons incurs by reason of or in connection with with: (i) any claim, demand, action or cause of action alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of any of the Seller Parties contained in this Agreement, the PlanRelated Agreements, and any exhibits or schedules attached hereto or thereto; (ii) any Damages for Known Liabilities (as defined below) up to the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment Survival Date; (iii) any failure of any of the Backstop Commitment Premium Seller Parties to perform any of its covenants, obligations or agreements under this Agreement; (iv) any claims brought prior to the Backstop Commitment Termination Premium or the use second (2nd) anniversary of the proceeds Closing relating to title, infringement, misappropriation or unlawful use by CMED or its Affiliates of the Relevant IP Rights Offering(excluding, for the avoidance of doubt, claims brought relating to title, infringement, misappropriation or unlawful use by CMED or its Affiliates with respect to improvements and derivative works of the PRC IP Rights or Relevant IP Rights developed exclusively by CMED or its Affiliates from and after the Closing); (v) any claims brought by a Governmental Authority, shareholder or Employee in respect of Employees who were or who are terminated by a Seller Group Member prior to or as of the Closing (excluding, for the avoidance of doubt, any claims brought by Transferred Employees of the CMED or its Affiliates after the Closing arising out of the Employment and Consulting Agreements executed by such Transferred Employees and CMED or its applicable Affiliates); (vi) any Transaction Expenses of the Seller Parties that remain unpaid as of the Closing; (vii) any fraud or intentional misrepresentation by any Seller Group Member, or any claimof their respective employees, challengeofficers, litigation, investigation directors or proceeding relating shareholders (direct or indirect) with respect to the subject matter of any of the foregoingrepresentations, regardless of whether any Indemnified Person is a party theretowarranties, whether covenants, obligation or not such proceedings are brought by the Company Parties, the Reorganized Company Parties, their respective equity holders, Affiliates, creditors agreements contained 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 Related Agreements; and (viii) any termination of service of the Transferred Employees, whether by CMED or whether its applicable Affiliate, on one hand, or not this Agreement is terminated; provided that by the foregoing indemnity will notTransferred Employee, as applicable, on the other hand, on or prior to any Indemnified Personor on the fifth (5th) anniversary of the Closing Date, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) unless and to the extent they are found such termination resulted from an intentional breach by CMED, CMED Sub or their Affiliates (as the case may be) of any employment agreement with any Transferred Employee. In determining the amount of any Damages in respect of the failure of any representation or warranty to be true and correct, any materiality standard or qualification (including a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith Material Adverse Effect qualification) contained in such representation or gross negligence of such Indemnified Personwarranty shall be disregarded. The Indemnified Persons are express third-party beneficiaries Seller Parties shall have no right of contribution, indemnification or similar right from CMED or CMED Sub. Each of the Seller Parties is individually referred to in this Article IXSection 8 as the “Indemnifying Person”, and collectively, the “Indemnifying Persons”.

Indemnification Obligations. Following the entry of the Backstop BCA Approval Order, but effective as of the date hereofCompany, the Reorganized Company Parties and the other Debtors (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, Agreement and the transactions contemplated hereby and therebyits obligations hereunder, including the Backstop Commitment, the Rights Offering, the Expense ReimbursementOfferings, the payment of the Backstop Commitment Premium or Fee, the Backstop payment of the Termination Commitment Termination 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 PartiesCompany, the Reorganized Company PartiesCompany, the other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal 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 provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or Commitment Party, its Related PartiesParties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following the entry of the Backstop BCA Consummation Approval Order, but effective as of the date hereof, the Company Parties and the other Debtors (the “Indemnifying Parties,” and each, each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop 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 Backstop Parties except to the extent otherwise provided for in this Agreement, including the last sentence of Section 2.05(c)) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the PlanRSA, the Chapter 11 Proceedings or any other similar claims and related litigation, the Plan and the transactions contemplated hereby and thereby, including the Backstop CommitmentCommitments, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination Put Option 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 PartiesCompany, the Reorganized Company Partiesother Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or and its Related Parties, caused by a Backstop Party Default by such Backstop Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following the entry of the Backstop Order, but effective as of the date hereof, the The Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, shall indemnify and hold harmless each Backstop Party and its Commitment 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 Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop CommitmentEquity Commitments, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 PartiesCompany, the Reorganized Company Partiesother Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as caused by a Commitment Party Default by a Commitment Party, (b) to a Defaulting Backstop Party or its Related Partiesthe extent relating to disputes among Commitment Parties and/or Minority Equityholders, or (bc) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

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

Indemnification Obligations. Following Subject to the entry of the Backstop Orderlimitations set forth in this Article IX, but effective as of from and after the date hereofof this Agreement, the Company Credit Parties (collectively, the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each 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 Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, Agreement and the transactions Transaction contemplated hereby and therebyhereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination Premium or 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 Parties, the Reorganized Company Credit 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related PartiesParties related to a Backstop Party Default by such Defaulting Backstop Party or its Related Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

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

Indemnification Obligations. Following the entry (i) Seller and each of the Backstop OrderShareholders hereby severally, but effective as of the date hereofnot jointly, agrees to indemnify, defend and hold Buyer, the Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives officers, directors and controlling persons (eachother Affiliates harmless for, an “Indemnified Person”) from and against and to reimburse such Persons with respect to any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject Damages arising out of or relating to one or more of the following: (A) any misrepresentation or breach of a representation or warranty of Seller or any Shareholder contained in this Agreement or the Seller Ancillary Documents or in any exhibit or schedule hereto, or in any other statement, certificate or document furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions contemplated hereby; (B) any breach of any covenant or obligation of the Company required to be performed on or prior to the Closing Date, or of any Shareholder contained in this Agreement or Seller Ancillary Documents, whether requiring performance before or after the Closing Date; (C) any fraud, willful misconduct or bad faith of Seller or any Shareholder in connection with this Agreement or Seller Ancillary Documents; and (D) any liability of Seller, the Shareholders, the Company or Kingstone Semiconductor for Hong Kong or PRC Taxes resulting from the sale by Seller to Buyer of the Seller Stock, including any such Taxes payable according to the Transfer Tax Notice. (E) notwithstanding the disclosure by Seller of facts related thereto on the Disclosure Schedule, any liabilities, Taxes or other Damages, in each case resulting from the inconsistencies and improper filing of the Forms 8832 with the United States Internal Revenue Department by Seller and the Company in November 2010 to elect entity classification. (ii) Buyer hereby agrees to indemnify, defend and hold Seller and each Shareholder harmless for, from and against and to reimburse each Shareholder, Seller and Seller’s officers, directors and other Affiliates with respect to any one or more of the following: (A) any and all Damages arising out of or resulting from a misrepresentation or breach of warranty of Buyer contained in this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium in any Buyer Ancillary Document 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 Company Parties, the Reorganized Company Parties, their respective equity holders, Affiliates, creditors or in any other Personstatement, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject certificate or document furnished or to redaction be furnished by Buyer to preserve attorney client and work product privileges) legal the Shareholders pursuant hereto or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by hereby; (B) any and all Damages arising out of or resulting from any breach of any covenant or obligation of Buyer contained in this Agreement or in any Buyer Ancillary Document, whether requiring performance before or after the Closing Date; and (C) any fraud, willful misconduct or bad faith of Buyer in connection with this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IXBuyer Ancillary Documents.

Indemnification Obligations. Following the entry of the Backstop Ordera) Each Party will indemnify, but effective as of the date hereofdefend, the Company Parties (the “Indemnifying Parties,” and eachrelease, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop Party and the other Party, its Affiliates, equity holdersdirectors, members, partnersofficers, general partnersemployees, managers workers, and agents from and against any action, claim, cost, damage, demand, loss, penalty, or expense including but not limited to reasonable attorneys’ fees, and costs (collectively “Claims”) imposed upon either Party by reason of damages to property or personal injuries, including death, as a result of an intentional or negligent act or omission on the part of the indemnifying Party in connection with the performance of this MSA or other activities relating to the Service, the property, or the facilities which are the subject of this MSA. b) With respect to third parties that use the Service provided hereunder, CUSTOMER will indemnify, defend, release and hold harmless MdBC its Affiliates, directors, members, officers, employees, workers, and their respective Representatives and controlling persons agents (each, an collectively the “Indemnified PersonMdBC Parties”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Parties except to the extent otherwise provided claims by such third parties for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject damages arising out of or resulting from any defect, interruption or failure to provide any Service, provided that such claims are not a result of an intentional or negligent act or omission on the part of MdBC. c) CUSTOMER will indemnify, defend, release and hold harmless the MdBC Parties against any court, administrative, or agency action or suit, whether criminal or civil, public or private brought against the MdBC Parties arising out of or related to the contents transmitted hereunder, including but not limited to claims with respect to any violation of copyright law, export control laws, failure to meet government or technical standards or that such transmissions are libelous, slanderous or otherwise are unauthorized or illegal, provided that such claims are a result of CUSTOMER’s use of the Service. d) In the event any action will be brought against the indemnified Party, such Party will immediately notify the indemnifying Party in connection with this Agreement, the Planwriting, and the transactions contemplated hereby and therebyindemnifying Party, including upon the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment request of the Backstop Commitment Premium or indemnified Party, will assume the Backstop Commitment Termination Premium or the use cost of the proceeds defense thereof on behalf of the Rights Offeringindemnified Party and its Affiliates and will pay all expenses and satisfy all judgments which may be incurred by or rendered against the indemnified Party or its Affiliates in connection therewith, or provided that the indemnified Party will not be liable for any claim, challenge, litigation, investigation or proceeding relating to settlement of any such action effected without its written consent. e) This section will survive termination of the foregoingthis MSA, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company Parties, the Reorganized Company Parties, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand reason 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IXtermination.

Indemnification Obligations. Following the entry of the Backstop Approval Order, but effective as of the date hereofCompany, the Company Parties Reorganized Debtors and the other Debtors (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Commitment Parties except to the extent otherwise provided for in this Agreement) 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, Plan and the obligations and transactions contemplated hereby hereunder and therebythereunder, including the Backstop Commitment, the Rights Offering, the Expense ReimbursementCommitments, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 PartiesCompany, the Reorganized Company PartiesDebtors, the other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal 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 provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or Commitment Party, its Related PartiesParties or any Indemnified Person related thereto, caused by or arising from a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the willful misconductfraud, bad faith faith, willful misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following the entry of the Backstop BCA Approval Order, but effective as of the date hereof, the Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, shall indemnify and hold harmless each Backstop Party and 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 and their respective successors and predecessors (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Parties Parties, except to the extent otherwise provided for in this Commitment Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Agreement, the Plan, Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination Premium Fee or the use of the proceeds of the Rights Offering, or any breach by the Company or any of its Subsidiaries of this Commitment 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 PartiesCompany, the Reorganized Company Parties, their respective its 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 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 provided, that the foregoing indemnity will not, as to any Indemnified Person, (a) (i) apply to Losses (a) as to a Defaulting Backstop Party or and its Related Parties, caused by a Backstop Party Default by such Backstop Party or (ii) to the extent related to Losses relating to disputes between Backstop Parties, (b) apply to Losses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the fraud, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries , or (c) apply to the payment of fees and expenses of counsel and financial advisors retained by the Requisite Backstop Parties that have been incurred after the date of termination of this Article IXCommitment Agreement. Notwithstanding anything to the contrary in this Commitment Agreement, none of the Parties will be liable for, and none of the Parties shall claim or seek to recover, any punitive, special, indirect or consequential damages or damages for lost profits.

Indemnification Obligations. Following (a) Subject to, and except as otherwise provided in, Article VII relating to Tax matters and the entry provisions of this Article IX, from and after the Backstop OrderClosing, but effective as of the date hereof, the Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, Seller shall indemnify and hold harmless Buyer, Plains All American Pipeline, L.P., Vulcan Gas Storage LLC and each Backstop Party of their respective Affiliates (which from and its Affiliates, equity holders, members, partners, general partners, managers after the Closing shall include the Company and its the Subsidiaries) and their respective Representatives and controlling persons (each, an the “Buyer Indemnified PersonParties”) from and against all Losses that the Buyer Indemnified Parties incur arising from or out of or related to: (i) any inaccuracy or breach of any representation or warranty of Seller in this Agreement, the Bluewater Reserves Agreement or in any certificate delivered pursuant to this Agreement; (ii) any inaccuracy or breach of any representation or warranty of Seller in this Agreement as of the Closing Date, each of which representations and warranties will be deemed for purposes of this Section 9.2(a)(ii) to have been made by Seller as of the Closing Date, except that those representations and warranties that are made as of a specific date need only be true as of such date; (iii) any breach of any covenant or agreement of Seller contained in this Agreement; (iv) any Known and Undisclosed Environmental Liability; (v) any Pre-Closing Off-Site Environmental Liability; (vi) any Environmental Fines and Penalties and any Pre-Closing On-Site Environmental Liability; (vii) any action, claim, suit or proceeding by Seller or any of its Affiliates (other than the Company or any Subsidiary) against the Company or any Subsidiary or any of their respective properties or assets relating to or arising out of any act or omission that occurred prior to, or facts or circumstances that existed as of, the Closing (whether or not any Loss associated therewith existed on or before the Closing Date); (viii) any Loss (whether or not such Loss existed on or before the Closing Date) of the Company or any Subsidiary arising out of or relating to any loss of life or injury to any Person (whether or not such loss or injury existed on or before the Closing Date) to the extent arising out of or related to the business activities of the Company or any Subsidiary on or prior to the Closing Date, other than any Pre-Closing On-Site Environmental Liability or any loss or injury to any Person that constitutes a Pre-Closing Off-Site Environmental Liability; and (ix) any Fines and Penalties. (b) Subject to, and except as otherwise provided in, Article VII relating to Tax matters and the provisions of this Article IX, from and after the Closing, Buyer shall indemnify and hold harmless Seller and its Affiliates and their respective Representatives, (the “Seller Indemnified Parties”) from and against all lossesLosses that the Seller Indemnified Parties incur arising from or out of or related to: (i) the businesses and operations of the Company or any Subsidiary (other than with respect to (x) any continuing commercial relationships between Seller and/or any of its Affiliates and the Company or any Subsidiary, claimswhether entered into before or after the Closing and (y) any guarantee, damagesletter of credit, liabilities bond, surety or other credit support or assurance provided by Seller or its Affiliates in support of obligations of the Company or any Subsidiary; provided that nothing in this clause (y) shall in any way limit or otherwise affect Buyer’s obligation to indemnify and hold harmless the Seller Indemnified Parties under Section 9.2(b)(iv)) relating solely to periods after the Closing Date to the extent such Losses are not subject to the provisions of Section 9.2(a) hereto; (ii) any inaccuracy or breach of any representation or warranty of Buyer in this Agreement or in any certificate delivered pursuant to this Agreement; (iii) any breach of any covenant or agreement of Buyer contained in this Agreement; and (iv) any Company Guarantee to the extent related to any failure of the Company or any Subsidiary to perform any obligation (other than any indemnification obligation to the extent such indemnification obligation relates to any circumstance, event, condition, act or omission that occurred or existed prior to the Closing) arising after the Closing Date and guaranteed by such Company Guarantee, to the extent such Losses are not subject to Section 9.2(a) (other than Section 9.2(a)(vii)); provided that with respect to a particular Company Guarantee, Buyer’s aggregate liability shall not exceed the “Company Guarantee Amount” with respect to such Company Guarantee, determined in accordance with Schedule 6.6(a), as amended in accordance with Section 6.6(a), with respect to such Company Guarantee. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of this Section 9.2, (x) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or (other than a breach of a representation or warranty under Section 4.6(a)) would have been inaccurate or breached if such representation or warranty had not contained any limitation or qualification as to materiality, Material Adverse Effect (which instead will be read as any adverse effect or change) or similar language, and (y) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (x), shall be determined without regard to any limitation or qualification as to materiality, Material Adverse Effect (which instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty. (d) For the purposes of calculating the amount of any Loss for which a Buyer Indemnified Party claims indemnification under this Agreement, the amount of each Loss shall be deemed to be an amount (A) net of any insurance proceeds and any indemnity, contribution or other similar payment received from any insurer or other third party with respect thereto, and (B) net of any reserves provided for the situation in question that are reflected in a reduction of Net Working Capital. Buyer shall use commercially reasonable efforts to commence legal or other proceedings to collect indemnity, contribution or other payments from any such insurer or other third party. The costs and expenses (including reasonable fees and disbursements of counsel) reasonably incurred by the Buyer Indemnified Parties in pursuing any insurance proceeds or indemnity, contribution or other than Taxes of similar payment from any insurer or other third party under clause (A) above shall constitute additional Losses with respect to the Backstop Parties matter for which indemnification may be sought hereunder, except to the extent such costs and expenses are paid or reimbursed by such insurer or other third party. (e) Subject to clause (d) above and except as otherwise provided for in this Agreement) (collectivelyArticle VII, “Losses”) that the Parties shall have a duty to use commercially reasonable efforts to mitigate any such Indemnified Person may incur or to which any such Indemnified Person may become subject Loss arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the 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 Company Parties, the 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IXtransactions contemplated hereby.

Indemnification Obligations. Following the entry of the Backstop Order, but effective as of UPA Approval Order and the date hereofRecognition Order applicable thereto, the Company Parties and the other Debtors (the “Indemnifying Parties,” and each, each an “Indemnifying Party”) shall, jointly and severallyseverally (subject to Section 10.1), indemnify and hold harmless each Backstop 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 Backstop Parties Plan Sponsors except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the 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 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 PartiesCompany, the Reorganized Company Partiesother Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or Plan Sponsor and its Related Parties, caused by a Plan Sponsor Default by such Plan 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 to arise from the bad faith, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following (a) Subject to the entry other provisions of this Article IX, from and after the Backstop Order, but effective as of the date hereofClosing, the Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) Equityholders shall, jointly severally in accordance with their respective Participation Percentages and severallynot jointly, indemnify Purchaser and hold harmless each Backstop Party of its Affiliates (which, following the Closing, shall include the Surviving Corporation and its Affiliates, equity holders, members, partners, general partners, managers the Company Subsidiaries) and its and their respective Representatives directors, officers, managers, partners, employees, equityholders, agents, representatives and controlling persons successors and assigns (each, an a “Purchaser Indemnified PersonParty”) from for any Losses suffered, sustained or incurred by such Purchaser Indemnified Party as a result of (i) the breach of any representation and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes warranty of the Backstop Parties except Company set forth in Article IV or any certificate delivered with respect thereto to Purchaser at the Closing; (ii) Indemnified Taxes; (iii) the breach of any covenant or agreement of the Company contained in this Agreement to be performed at or prior to the Effective Time; (iv) any payments paid or owed by the Surviving Corporation to any stockholder of the Company with respect to any Dissenting Shares to the extent that the aggregate amount of such payments, together with the aggregate amount of all Losses with respect thereto, exceeds the consideration that otherwise provided for in this Agreementwould have been payable to such stockholder of the Company pursuant to Article I upon the exchange of such Dissenting Shares if such Company stockholder had not exercised his, her or its right to dissent to the Merger pursuant to Section 262 of the DGCL; (v) (collectively, “Losses”) any claim by a former stockholder or optionholder of the Company that any the proceeds payable to such Indemnified Person may incur stockholder or to which any such Indemnified Person may become subject arising out of or optionholder in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 Parties, the 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 Agreement, as set forth in the Allocation Schedule, are inadequate; (vi) any Actual Company Transaction Expenses that were not taken into account for purposes of calculating the Final Company Transaction Expenses or the Plan are consummated Final Working Capital; or (vii) the breach of any covenant or whether or not agreement of the Equityholder Representative (in its capacity as such) contained in this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or Agreement. (b) Subject to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries other provisions of this Article IX, from and after the Closing, Purchaser shall indemnify each Equityholder and each of its Affiliates and its and their respective directors, officers, managers, partners, employees, equityholders, agents, representatives and successors and assigns (each, a “Company Indemnified Party”) for any Losses suffered, sustained or incurred by such Company Indemnified Party as a result of the breach of: (i) any representation and warranty of Purchaser and Acquisition Subsidiary set forth in Article V or any certificate with respect thereto delivered to the Company at the Closing; or (ii) any covenant or agreement of Purchaser or Acquisition Subsidiary (or, after the Closing, the Company) contained in this Agreement. (c) For purposes of determining (i) whether there has been a breach of any representation and warranty of the Company set forth in Article IV or any certificate delivered with respect thereto to Purchaser at the Closing and (ii) the Losses for any such breach, (A) each representation and warranty made in this Agreement is made without any qualification or limitations as to materiality or Material Adverse Effect and (B) without limiting the foregoing, the word “material”, “Material Adverse Effect” and words of similar import shall be deemed deleted from any such representation or warranty; provided, however, that materiality qualifications shall not be disregarded for purposes of (I) the definition of Permitted Liens, Company Permits, Material Contracts, Company Licensed Intellectual Property Rights or Company Intellectual Property Rights, and any use of such terms in this Agreement, and (II) Sections 4.7(a)(i), 4.7(b) (including references to materiality in Section 6.1(b) for the purposes of applying 4.7(b)), the last sentence of 4.14(a) and 4.18(e). (d) To the extent any claim for indemnification could be brought by a Purchaser Indemnified Party pursuant to Section 9.2(a)(i) and any other provision of Section 9.2(a), for this purpose without giving effect to the survival periods referred to in Section 9.1 or the limitations on indemnification set forth in Section 9.3(a), such claim for indemnification may only be brought pursuant to Section 9.2(a)(i), for this purpose giving effect to the survival periods referred to in Section 9.1 and the limitations on indemnification set forth in Section 9.3(a); provided, however, this Section 9.2(d) shall not apply with respect to the covenants and agreements set forth in Section 1.8.

Indemnification Obligations. (a) Following the entry of the Backstop Order, but effective as of the date hereofClosing, the Company Parties and its direct and indirect Subsidiaries (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop 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 Backstop Parties except to the extent otherwise provided for in this Agreementinvestigation and defense and reasonable attorneys’ fees, costs and expenses) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person or its assets or properties may become subject based upon, arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 or the Rights Offering Agreement and/or (ii) any Indemnified Person is a party thereto, whether breach or not such proceedings are brought default in performance by the Company Partiesof any covenants, agreements or obligations contained in this Agreement or in any of the other Definitive Documents or the Rights Offering Agreement. (b) Following the date hereof, the Reorganized Company PartiesIndemnifying Parties shall, their respective equity holdersjointly and severally, Affiliates, creditors or any other Person, indemnify and reimburse hold harmless each Indemnified Person upon demand for reasonable documented out-of-pocket (with from and against any and all Losses that any such documentation Indemnified Person may incur or to which any such Indemnified Person or its assets or properties may become subject to redaction to preserve attorney client and work product privileges) legal based upon, arising out of or other third-party expenses incurred in connection with investigatingany direct or indirect Action by stockholders or creditors of the Company (including, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect tofor the avoidance of doubt, any lawsuitderivative action) arising out of, investigation, claim or other proceeding relating to any of the foregoing (including or in connection with the enforcement any of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this the Term Sheet, the Definitive Documents, the May 2019 ECA, the August 2019 ECA or the Rights Offering Agreement or any investigation or other action by any Governmental Entity arising out of, relating to or in connection with any of the Plan are consummated transactions contemplated by the Term Sheet, the Definitive Documents, the May 2019 ECA, the August 2019 ECA or whether or not the Rights Offering Agreement. (c) For the avoidance of doubt, (x) the amount of any Losses subject to indemnification pursuant to this Agreement is terminated; provided that the foregoing indemnity will not, as Article VII paid to any an Indemnified Person, apply Person shall include a gross-up to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of take into account such Indemnified Person. The ’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 Persons are express third-party beneficiaries Person will not have suffered any Losses and (y) the amount of any Losses for which indemnification is provided under this Article IXVII paid to an Indemnified Person by an Indemnifying Party shall be net of any amounts actually recovered by such Indemnified Person under insurance policies with respect to such Loss; provided that, for the avoidance of doubt, any such insurance policies shall be excess and non-contributory.

Indemnification Obligations. Following the entry The Company agrees that it shall fully indemnify (i) each Noteholder, (ii) LCPI, (iii) SS/L, (iv) Apollo, (v) Blackstone and (vi) Oppenheimer and each and every other person by reason of the Backstop Orderfact that ▇▇▇▇ ▇▇▇▇▇▇ is or was a director, but effective as of the date hereofofficer, the Company Parties (the “Indemnifying Parties,” and eachemployee, an “Indemnifying Party”) shallagent, jointly and severallyshareholder, indemnify and hold harmless each Backstop Party and its Affiliatescounsel, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the 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 Company Parties, the 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 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 t▇▇ ▇▇▇▇▇▇▇▇g 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 that the foregoing indemnity will not, as to Restructuring Term Sheet and any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) liabilities to the extent they are found arising solely from the gross negligence or willful misconduct of any Indemnitee as determined by a final, non-appealable final judgment of a court of competent jurisdiction to arise jurisdiction. If any claim, action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from the willful misconductCompany, bad faith the Indemnitee shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnitee, and the payment of all expenses. The Indemnitee shall have the right to employ separate counsel in any such claim, action or gross negligence proceeding and to participate in the defense thereof, but the fees and expenses of such Indemnified Personcounsel shall be at the expense of the Indemnitee unless and until (a) the Company has agreed to pay the fees and expenses of such counsel, or (b) the Company shall have failed promptly to assume the defense of such claim, action or proceeding and employ counsel reasonably satisfactory to the Indemnitee in any such claim, action or proceeding or (c) the named parties to any such claim, action or proceeding (including any impleaded parties) include both the Indemnitee and the Company, and the Indemnitee reasonably believes that the joint representation of the Company and the Indemnitee may result in a conflict of interest (in which case, if the Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnitee). The Indemnified Persons are express third-party beneficiaries In addition, the Company shall not effect any settlement or release from liability in connection with any matter for which the Indemnitee would have the right to indemnification from the Company, unless such settlement contains a full and unconditional release of this Article IXthe Indemnitee, or a release of the Indemnitee satisfactory in form and substance to the Indemnitee.

Indemnification Obligations. Following From and after the entry date hereof, and subject to the limitations and conditions set out herein, the Shareholders and the Sellers shall indemnify and hold harmless the Purchaser, its subsidiaries and affiliates, and each of their respective officers, directors, employees, agents and representatives and each of the Backstop Orderheirs, but effective executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) by reason of, or arising out of: (a) any breach or inaccuracy of any representation, warranty, covenant, agreement or undertaking made by any Shareholder or the Sellers in this Agreement or in any other agreement or certificate delivered by any Shareholder or the Sellers to the Purchaser in connection with the matters contemplated hereby or pursuant to the provisions hereof; (b) all liabilities and obligations of, or claims, demands or actions against, the Purchaser or the RF-ID Technology Assets of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise, existing as of the date hereof, the Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each 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 Backstop Parties except to the extent otherwise provided for which are not disclosed in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the 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 Company Parties, the 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 Schedules to this Agreement is terminated; provided that the foregoing indemnity will notAgreement, as to including, without limitation: (i) any Indemnified Person, apply to Losses tax liabilities (a) as to a Defaulting Backstop Party or its Related Parties, or (b) to the extent they are found not so reflected or reserved against) accrued in respect of, or measured by a final, non-appealable judgment the Sellers' income for any period or portion of a court period prior to the date hereof or arising out of competent jurisdiction transactions entered into or any state of facts existing prior to arise from such date; and (ii) any claims or liabilities arising out of any act or omission of the willful misconductSellers or any of its agents or employees or any claims or liabilities with respect to defective, bad faith or gross negligence allegedly defective, goods or services; and (c) all liabilities or obligations of, or any claims, demands or actions against, the Purchaser or the RF-ID Technology Assets of such Indemnified Personany nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise, arising out of the conduct of the Sellers' business (ASGI, Inc. and Naut▇, ▇▇c.) after the date hereof. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Purchaser Indemnified Persons Parties described in this Section as to which the Purchaser Indemnified Parties are express third-party beneficiaries of this Article IXentitled to indemnification are hereinafter collectively referred to as "Purchaser Losses."

Indemnification Obligations. (a) Following the entry of the Backstop Confirmation Order, but effective as of the date hereof, the Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, shall indemnify and hold harmless each Backstop Party 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 Backstop Parties Lenders except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, Plan and the transactions contemplated hereby and thereby, including the Backstop CommitmentLenders’ Commitments, the Rights Offering, the Expense ReimbursementFunding Option, the payment of the Backstop Commitment Put Premium or the Backstop Commitment Termination Premium 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 PartiesCompany, the Reorganized Company Parties, their respective its equity holders, Affiliates, 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-third party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (ai) as to a Defaulting any Backstop Party Lender that has defaulted on its obligation to exercise its Subscription Option or its Related Partiesto fund such Backstop Lender’s Backstop Commitment of any of the Unsubscribed Term Loan or any Indemnified Person related thereto, caused by such default by such Backstop Lender, or (bii) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following (a) Subject to the entry other provisions of this Article IX: (i) each of the Backstop Order, but effective as of the date hereof, the Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) Equityholders shall, jointly severally and severallynot jointly, indemnify the Purchaser and hold harmless each Backstop Party and of its AffiliatesAffiliates (which, equity holdersfollowing the Closing, members, partners, general partners, managers shall include the Company) and its and their respective Representatives directors, officers, employees, stockholders, partners, members, managers, agents and controlling persons representatives (each, a “Purchaser Indemnified Party”) for such Equityholder’s Pro Rata Share of any Losses incurred by such Purchaser Indemnified Party arising out of or relating to: (A) any breach of any representation and warranty by the Equityholders concerning the Company contained in Article II (or inaccuracy of the Equityholders Closing Certificate with respect to any such representation and warranty); (B) any breach of any covenant or agreement of the Company contained in this Agreement (or inaccuracy of the Equityholders Closing Certificate with respect to any such covenant or agreement); (C) any Indemnified Taxes; and (D) any Excluded Liabilities; and (ii) each Equityholder shall, severally and not jointly, indemnify each Purchaser Indemnified Party for the full amount of any Losses by such Purchaser Indemnified Party as a result of: (A) any breach of any representation and warranty made by such Equityholder contained in Article III (or inaccuracy of the Equityholders Closing Certificate with respect to any such representation and warranty); and (B) any breach by such Equityholder of any of his covenants or agreements contained in this Agreement (or inaccuracy of the Equityholders Closing Certificate with respect to any such covenant or agreement). (b) Subject to the other provisions of this Article IX, the Purchaser shall indemnify the Equityholders and each of their respective heirs, successors and permitted assigns (each, an “Equityholders Indemnified PersonParty”) from and against for any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any Losses actually incurred by such Equityholders Indemnified Person may incur or to which any such Indemnified Person may become subject Party arising out of or in connection with this Agreement, relating to: (i) the Plan, breach of any representation and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment warranty of the Backstop Commitment Premium Purchaser contained in Article IV (or the Backstop Commitment Termination Premium or the use inaccuracy of the proceeds Purchaser Closing Certificate with respect to any such representation and warranty); or (ii) any breach of any covenant or agreement of the Rights Offering, Purchaser contained in this Agreement (or any claim, challenge, litigation, investigation or proceeding relating inaccuracy of the Purchaser Closing Certificate with respect to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether such covenant or not such proceedings are brought by the Company Parties, the 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 hereinagreement), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following The Company and the entry of the Backstop Order, but effective as of the date hereof, the Company Parties other Debtors (the “Indemnifying Parties,” and each, each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop 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 Backstop Parties except to the extent otherwise provided for in this Agreement, including the last sentence of Section 2.05(c)) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the PlanRSA, the Plan and the transactions contemplated hereby and thereby, including the Backstop CommitmentCommitments, the Rights Offering, the Expense ReimbursementBackstop Commitment Agreement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination Premium 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 PartiesCompany, the Reorganized Company Partiesother Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or and its Related Parties, or caused by a Backstop Party Default by such Backstop Party, (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the fraud, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The , (c) a material breach of the representations and warranties made by such Indemnified Persons are express third-party beneficiaries Person in this Agreement, or (d) a material breach by such Indemnified Person of its obligations under this Article IXAgreement.

Indemnification Obligations. Following The Company and the entry of the Backstop Order, but effective as of the date hereof, the Company Parties other Debtors (the “Indemnifying Parties,” and each, each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop 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 Backstop Parties except to the extent otherwise provided for in this Agreement, including the last sentence of Section 2.05(c)) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the PlanRSA, the Plan and the transactions contemplated hereby and thereby, including the Backstop CommitmentCommitments, the Rights Offering, the Expense ReimbursementThird Party Financing, the payment of the Backstop Commitment Premium Fee or the Backstop Commitment Termination Premium 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 PartiesCompany, the Reorganized Company Partiesother Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or and its Related Parties, or caused by a Backstop Party Default by such Backstop Party, (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the fraud, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The , (c) a material breach of the representations and warranties made by such Indemnified Persons are express third-party beneficiaries Person in this Agreement, or (d) a material breach by such Indemnified Person of its obligations under this Article IXAgreement.

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

Indemnification Obligations. Following the entry of the Backstop EBA Approval Order, but effective as of the date hereof, the Company Parties and the other Debtors (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each 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 Equity Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) (but not including any fees and expenses that would be reimbursable by the Debtors as Expense Reimbursement pursuant to Article III if the Interim Cap were disregarded) actually sustained, incurred or suffered by any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the Rights Offering Procedures or the transactions contemplated hereby and thereby, including the Rights Offering Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 PartiesCompany, the Reorganized Company Partiesother 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 incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Equity Backstop Party, its Related Parties or any Indemnified Person related thereto, to the extent caused by an Equity Backstop Party or its Related Parties, Default by such Equity Backstop Party or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following the entry of the Backstop Order, but effective Effective as of the date hereof, the Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop 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 Backstop Parties Investor except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights OfferingTransactions, the Expense Reimbursement, the payment of the 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 Company Parties, the Reorganized Company 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) to the extent they (i) are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons , (ii) to the extent they are express thirdfound by a final, non-party beneficiaries appealable judgement of a court of competent jurisdiction to arise out of or relate to any willful and material breach of this Article IXAgreement by Investor or (iii) arise out of or relate to any disputes solely among the Indemnified Parties and not arising out of or related to any act or omission of any of the Company Parties.

Indemnification Obligations. Following the entry ▇▇▇▇▇▇ agrees that it shall fully indemnify (i) Magten, (ii) each and every other person by reason of the Backstop Orderfact that such person is or was a director, but effective as officer, employee, agent, shareholder, professional (including, without limitation, ▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇ & Company) or other authorized representative of Magten, (iii) Apollo, and (iv) each and every other person by reason of the date hereoffact that such person is or was a director, officer, employee, agent, partner, professional or other authorized representative of Apollo (all of the foregoing persons and the entities in (i) through (iv) above, the Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”"Indemnitees") shall, jointly and severally, indemnify and hold harmless each 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 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 ▇▇▇▇▇▇ or any successor with respect to asserted violations of the Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that Letter Agreement or any other agreement with ▇▇▇▇▇▇ entered into by such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or Indemnitee in connection with this Agreementthe Restructuring) arising during the course of, or otherwise in connection with or in any way related to, the Plannegotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the Restructuring, including the Exchange Offer and the transactions contemplated hereby thereby; provided, however, that this indemnity shall not extend to any claims asserted by Magten or Apollo against any other Indemnitee, and therebyprovided, further, that the foregoing indemnification shall not apply to any liabilities arising from the gross negligence or willful misconduct of any Indemnitee. If any claim, action or proceeding is brought or asserted against an Indemnitee in respect of which indemnity may be sought from ▇▇▇▇▇▇, the Indemnitee shall promptly notify ▇▇▇▇▇▇ in writing, and ▇▇▇▇▇▇ shall assume the defense thereof, including the Backstop Commitmentemployment of counsel reasonably satisfactory to the Indemnitee, the Rights Offering, the Expense Reimbursement, and the payment of all expenses. The Indemnitee shall have the Backstop Commitment Premium right to employ separate counsel in any such claim, action or proceeding and to participate in the Backstop Commitment Termination Premium or defense thereof, but the use fees and expenses of such counsel shall be at the expense 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 Parties, the Reorganized Company Parties, their respective equity holders, Affiliates, creditors or any other Person, Indemnitee unless 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses until (a) as ▇▇▇▇▇▇ has agreed to a Defaulting Backstop Party or its Related Partiespay the fees and expenses of such counsel, or (b) ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, and the Indemnitee believes, in the exercise of its business judgment and in the opinion of its outside legal counsel, reasonably satisfactory to ▇▇▇▇▇▇, that the joint representation of ▇▇▇▇▇▇ and the Indemnitee will likely result in a finalconflict of interest (in which case, non-appealable judgment if the Indemnitee notifies ▇▇▇▇▇▇ in writing that it elects to employ separate counsel at the expense of a court of competent jurisdiction ▇▇▇▇▇▇, ▇▇▇▇▇▇ shall not have the right to arise from assume the willful misconduct, bad faith or gross negligence defense of such Indemnified Personaction or proceeding on behalf of the Indemnitee). The Indemnified Persons are express third-party beneficiaries In addition, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, unless such settlement contains a full and unconditional release of the Indemnitee, or a release of the Indemnitee reasonably satisfactory in form and substance to the Indemnitee. Notwithstanding anything contained herein to the contrary, the provisions of this Article IXSection 8 shall not be deemed to limit any other indemnification obligation of ▇▇▇▇▇▇ in effect to any Indemnitee whether by agreement or in accordance with ▇▇▇▇▇▇'▇ bylaws.

Indemnification Obligations. Following (a) Subject to, and except as otherwise provided in this Article VIII, from and after the entry Closing, Sellers shall jointly and severally indemnify and hold harmless Buyer and each of its Affiliates (which from and after the Closing shall include the Company) and their respective Representatives (collectively, the “Buyer Indemnified Parties”) from and against all MS Hub MIPA Losses that the Buyer Indemnified Parties incur arising from or out of or related to: (i) any inaccuracy or breach of any representation or warranty of Sellers in this Agreement or in any certificate delivered pursuant to this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) all Taxes arising from the business operations or the assets of the Backstop OrderCompany that are imposed for any taxable period or portion of a taxable period ending on or prior to the Closing Date, but effective as except to the extent attributable to Tax items set forth on Schedule 4.8 or Schedule 4.19(c); (iv) the Excluded Assets; or (v) (A) the claims of the date hereofPending Litigation A Plaintiff in connection with the Pending Litigation A, (B) the claims in connection with the Dismissed Case B, and (C) the claims in connection with the Dismissed Case C, and any other action or suit arising out of, related to or in connection with such actions, including all court filings and appeals related thereto (collectively, the Company Parties “Specified Claims”); provided, however, that, without limiting in any way the generality of Sellers’ indemnification obligations under this Section 8.2(a)(v), (X) SELLERS IN NO WAY ACKNOWLEDGE OR AGREE THAT THE PENDING LITIGATION A PLAINTIFF HAS A RIGHT TO INSTITUTE OR PURSUE ANY OTHER ACTION OR SUIT OUTSIDE OF THE PENDING LITIGATION A; (Y) BEAN AND THE COMPANY DISPUTE AND HAVE DENIED THE CLAIMS OF THE PENDING LITIGATION A PLAINTIFF IN CONNECTION WITH THE PENDING LITIGATION A; AND (Z) BEAN AND THE COMPANY DENY ANY LIABILITY IN CONNECTION THEREWITH. (b) Subject to, and except as otherwise provided in this Article VIII, from and after the “Indemnifying Parties,” and eachClosing, an “Indemnifying Party”) shall, jointly and severally, Buyer shall indemnify and hold harmless each Backstop Party Seller and its Affiliates, equity holders, members, partners, general partners, managers and its Affiliates and their respective Representatives and controlling persons Representatives, (eachcollectively, an the “Seller Indemnified PersonParties”) from and against all MS Hub MIPA Losses that the Seller Indemnified Parties incur arising from or out of or related to: (i) the businesses and operations of the Company relating to periods after the Closing Date to the extent such MS Hub MIPA Losses are not subject to the provisions of Section 8.2(a) hereto; (ii) any inaccuracy or breach of any representation or warranty of Buyer in this Agreement or in any certificate delivered pursuant to this Agreement; (iii) any breach of any covenant or agreement of Buyer contained in this Agreement; and (iv) any Company Guarantee to the extent related to any failure of the Company to perform any obligation arising after the Closing Date and all lossesguaranteed by such Company Guarantee, claimsto the extent such MS Hub MIPA Losses are not subject to Section 8.2(a). (c) For the purposes of calculating the amount of any MS Hub MIPA Loss for which a Buyer Indemnified Party or Seller Indemnified Party, damagesas applicable, liabilities claims indemnification under this Agreement, the amount of each MS Hub MIPA Loss shall be deemed to be an amount (1) net of any insurance proceeds and any indemnity, contribution or other similar payment received from any insurer or other third party with respect thereto, and (2) net of any available Tax Benefits actually realized by the Indemnified Party with respect to such MS Hub MIPA Loss. Buyer and/or Sellers, as applicable, shall use their respective commercially reasonable efforts to collect indemnity, contribution or other payments from any of their respective insurers or other third party (including using its commercially reasonable efforts to collect insurance proceeds from the Title Company under the Title Policies prior to pursuing any claim against any Seller in respect of any breach of Section 4.14). The costs and expenses (including reasonable fees and disbursements of counsel) reasonably incurred by the Buyer Indemnified Parties in pursuing any insurance proceeds or indemnity, contribution or other than Taxes of similar payment from any insurer or other third party shall constitute additional MS Hub MIPA Losses with respect to the Backstop Parties matter for which indemnification may be sought hereunder, except to the extent otherwise provided for in this Agreementsuch costs and expenses are paid or reimbursed by such insurer or other third party. (d) Subject to clause (collectivelyc) above, “Losses”) that the Parties shall have a duty to use commercially reasonable efforts to mitigate any such Indemnified Person may incur or to which any such Indemnified Person may become subject MS Hub MIPA Loss arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the 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 Company Parties, the 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IXtransactions contemplated hereby.

Indemnification Obligations. Following the entry of the Backstop Order, but effective as of the date hereof, the The Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, shall indemnify and hold harmless each Backstop Party and 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 Backstop Parties except to the extent otherwise provided for in this Agreementthird party expenses) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, Plan and the transactions contemplated hereby and thereby, including the Backstop CommitmentCommitments, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination Put 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 PartiesCompany, the Reorganized Company Partiesother Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented out-of-pocket (with such documentation subject to redaction 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or Participant and its Related Parties, or caused by a Backstop Participant Default by such Backstop Participant, (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the (i) bad faith, fraud, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The , (ii) a material breach of the representations and warranties made by such Indemnified Persons are express third-party beneficiaries 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 Article IXAgreement, which breach would permit the Company to have terminated such agreement as to such Backstop Participant.

Indemnification Obligations. Following the entry of the Backstop Order, but effective Effective as of the date hereof, the Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Commitment Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, Agreement (including funding of the Backstop Commitment, the Rights Offering, Commitment and payment of the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination Premium or the use of the proceeds of the Rights Offering, New Money Securities) or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company Parties, the 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to the extent they are found by a Defaulting Backstop Party or its Related Partiesfinal, or non-appealable judgement of a court of competent jurisdiction to arise from the willful and material breach of this Agreement by such Indemnified Party, (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Person. The , or (c) any disputes solely among the Indemnified Persons are express third-party beneficiaries Parties and not arising out of this Article IXor related to any act or omission of any of the Company Parties.

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

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

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

Indemnification Obligations. Following The Company and the entry of the Backstop Order, but effective as of the date hereof, the other Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each 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 Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Indemnified Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and Agreement or the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 PartiesCompany, the Reorganized other Company Parties, 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 to preserve attorney client and work product privileges) 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 provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Indemnified Losses (a) as to a Defaulting Backstop Party, its Affiliates or any Indemnified Person related thereto, principally caused by a default by such Defaulting Backstop Party (or its Related PartiesIndemnified Persons related thereto) or any breach by any Backstop Party (or Indemnified Persons related thereto) under this Agreement, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith misconduct or gross negligence fraud of such Indemnified Person. The Notwithstanding anything to the contrary in this Agreement, the Indemnifying Parties will not be liable for, and no Indemnified Persons are express third-party beneficiaries of this Article IXPerson shall claim or seek to recover, any punitive, special, indirect or consequential damages.

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

Indemnification Obligations. Following The Company and the entry of the Backstop Order, but effective as of the date hereof, the Company Parties other Debtors (the “Indemnifying Parties,” and each, each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop 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 Backstop Parties except to the extent otherwise provided for in this Agreement, including the last sentence of Section 2.05(c)) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the PlanRSA, the Plan and the transactions contemplated hereby and thereby, including the Backstop CommitmentCommitments, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination Premium 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 PartiesCompany, the Reorganized Company Partiesother Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or and its Related Parties, or caused by a Backstop Party Default by such Backstop Party, (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the fraud, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The , (c) a material breach of the representations and warranties made by such Indemnified Persons are express third-party beneficiaries Person in this Agreement, or (d) a material breach by such Indemnified Person of its obligations under this Article IXAgreement.

Indemnification Obligations. Following Subject to the entry of the Backstop Orderlimitations set forth in this Article IX, but effective as of from and after the date hereofof this Agreement, the Company Credit Parties (collectively, the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop 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 Backstop Commitment Parties except to the extent otherwise provided for in Section 2.5(b) of this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, Agreement and the transactions Transaction contemplated hereby and therebyhereby, including the Backstop Commitment, the Rights Offering, the Expense ReimbursementPrivate Placement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 Parties, the Reorganized Company Credit 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop 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 (bc) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith 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. The ’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 Persons Person which are express third-party beneficiaries beyond the terms of this Article IXthe Transaction Agreements)).

Indemnification Obligations. Following the entry of the Backstop EBA Approval Order, but effective as of the date hereof, the Company Parties and the other Debtors (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each 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 Equity Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) (but not including any fees and expenses that would be reimbursable by the Debtors as Expense Reimbursement pursuant to Article III if the Interim Cap were disregarded) actually sustained, incurred or suffered by any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the Rights Offering Procedures or the transactions contemplated hereby and thereby, including the Rights Offering Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 PartiesCompany, the Reorganized Company Partiesother 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 incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Equity Backstop Party, its Related Parties or any Indemnified Person related thereto, to the extent caused by an Equity Backstop Party or its Related Parties, Default by such Equity Backstop Party or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following the entry of the Backstop Order, but effective as of the date hereof, the Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”a) shall, jointly and severally, Seller hereby agrees to indemnify and hold harmless each Backstop 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, an “a "Buyer Indemnified Person”) from Party"), against and against in respect of any and all losses, damages, liabilities, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Parties except to the extent otherwise provided for in this Agreementincluding, without limitation, Legal Expenses) (collectively, “"Losses”") that any such Indemnified Person may incur or to which any such Indemnified Person may become subject 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 breach by Seller of or failure of Seller to observe any of its covenants or agreements contained in connection with this Agreement, the Plan(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 transactions contemplated hereby case of Third Party Actions, suits or proceedings, Seller may have a meritorious defense). Notwithstanding any other provision herein to the contrary, Seller shall not be required, pursuant to Section 11.1(a)(i), to indemnify and therebyhold harmless any Buyer Indemnified Party until the aggregate amount of (x) the Buyer Indemnified Parties' Losses under Section 11.1(a)(i) and (y) the Customer Refunds exceeds the Basket Amount, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment after which Seller shall be obligated for any and all Losses of the Backstop Commitment Premium or the Backstop Commitment Termination Premium or the use Buyer Indemnified Parties and Customer Refunds in excess of the proceeds Basket Amount. (b) Buyer and Parent hereby jointly and severally agree to indemnify and hold harmless Seller against and in respect of any and all Losses arising out of, based upon or resulting from (i) the Rights Offering, breach of any representation or any claim, challenge, litigation, investigation warranty of Buyer 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 Parties, the 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 Parent contained 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 in any statement or certification of Buyer or Parent furnished pursuant hereto and (ii) the Plan are consummated breach by Buyer or whether Parent of or not failure of Buyer or Parent to observe any of its covenants or agreements contained in this Agreement is terminated; provided that (regardless of whether, in the foregoing indemnity will notcase of Third Party Actions, suits or proceedings, Buyer or Parent may have a meritorious defense). Notwithstanding any other provision herein to the contrary, (i) Buyer shall not be required, pursuant to Section 11.1(b)(i), to indemnify and hold harmless Seller until the aggregate amount of the Losses of Seller under Section 11.1(b)(i) exceeds the Basket Amount, after which Buyer shall be obligated for any and all Losses of Seller in excess of the Basket Amount. (c) For purposes of this Section 11.1, a party shall not be deemed to have made a representation or warranty as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) of the Closing to the extent they are found that such party expressly disclaims such representation or warranty in the certificate delivered by a final, non-appealable judgment such party to the other parties pursuant to the last sentence of a court of competent jurisdiction to arise from the willful misconduct, bad faith Section 8.1 or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IXSection 9.1.

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

Indemnification Obligations. Following (a) From and after the entry Effective Time, the Purchaser shall indemnify and save harmless each of the Backstop OrderFording Trustees, but effective as the Fording Directors, the officers of Fording and the respective directors, officers and employees of the date hereof, the Company Parties Fording Subsidiaries (collectively referred to as the “Indemnifying Fording Indemnified Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each 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 all Claims, whether or not arising due to third party Claims and all losses, claims, damages, liabilities and costs and expenses (other than Taxes whether or not in respect of the Backstop Parties except to period preceding or following the extent otherwise provided for in this Agreement) (collectivelyEffective Time, “Losses”) that which may be made or brought against the Fording Indemnified Parties, or any such Indemnified Person of them, or which they may incur suffer or to which any such Indemnified Person may become subject arising out incur, directly or indirectly as a result of or in connection with or relating to: (i) any non fulfillment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any act undertaken or failed to be undertaken by any Fording Indemnified Party in their capacity as a trustee, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment director or officer of the Backstop Commitment Premium or the Backstop Commitment Termination Premium or the use of the proceeds of the Rights Offering, Fording 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 Parties, the 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 (Fording Subsidiary including in connection with the enforcement of Transaction; (iii) the indemnification obligations set forth herein), irrespective of whether Residual Liabilities; and (iv) any information furnished by Purchaser for inclusion in the Proxy Circular containing any misrepresentation or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or alleged misrepresentation. (b) In the case only of the Fording Trustees, the Fording Directors and the directors and officers of the Fording Subsidiaries, the indemnity provided at Section 5.10(a)(ii) shall only be available to the extent they are found that: (i) such persons acted with a view to the best interest of Fording or the Fording Subsidiaries, as the case may be, provided that such persons shall be deemed, absent compelling evidence to the contrary, to have acted with a view to the best interests of Fording or the Fording Subsidiaries, as the case may be, and the Purchaser shall have the burden of establishing an absence of good faith on the part of such persons, provided further that, the knowledge and/or actions or failure to act, of any other trustee, director, officer or agent of Fording, any Fording Subsidiary or any other entity, shall not be imputed to such persons for the purposes of determining the right to indemnification; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a finalmonetary penalty, non-appealable judgment such persons had reasonable grounds for believing their conduct was lawful. (c) The provisions of a court Section 5.10 are in addition to the existing indemnities and protections provided by the Charter and Contractual Indemnification Rights and the Trailing D&O Coverage. (d) The Purchaser acknowledges that those Fording Trustees serving in such capacity on the date of competent jurisdiction this Agreement are acting as trustee and agent for the Fording Indemnified Parties, on whose behalf and for whose benefit the indemnity in this Section 5.10 is provided and that the Fording Indemnified Parties shall have the full right and entitlement to arise from take the willful misconductbenefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement. The Purchaser agrees that those Fording Trustees serving in such capacity at the date of this Agreement may enforce the indemnity provided for herein for and on behalf of the Fording Indemnified Parties and, bad faith in such event, the Purchaser will not in any proceeding to enforce the indemnity by or gross negligence on behalf of such Fording Indemnified Person. The Indemnified Persons are express third-party beneficiaries Parties assert any defence thereto based on the absence of this Article IXauthority or consideration or privity of contract and irrevocably waives the benefit of any such defence.

Indemnification Obligations. Following The Indemnifying Securityholders and, if and only if this Agreement has been terminated prior to the entry of the Backstop Order, but effective as of the date hereofClosing, the Company Parties (Company, agree to indemnify, defend, pay and reimburse Parent, Merger Sub and the “Indemnifying Parties,” Surviving Corporation and eacheach of their respective affiliates, an “Indemnifying Party”) shalland each of their respective directors, jointly and severallyofficers, indemnify and hold harmless each Backstop Party and its Affiliates, equity holdersmanagers, members, partners, general partnersequityholders, managers subsidiaries, employees, independent contractors, successors, heirs, assigns, agents and its and their respective Representatives and controlling persons representatives, in each case, other than the Securityholders (each, an a “Parent Indemnified Person”) ), for and hold each Parent Indemnified Person harmless from and against and be liable for any and all lossesDamages related to or arising, claimsdirectly or indirectly, damagesout of, liabilities and costs and expenses (other than Taxes caused by or resulting from any of the Backstop Parties except to following: (i) any breach or inaccuracy of, or allegation by any third party which, if true, would be a breach or inaccuracy of, any representation or warranty made by the extent otherwise provided for Company in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and Disclosure Schedule or any certificate furnished by the transactions contemplated hereby and therebyCompany pursuant to this Agreement, including the Backstop Commitmentfailure of a representation or warranty made by the Company in this Agreement, the Rights OfferingDisclosure Schedule or any certificate furnished by the Company pursuant to this Agreement to be true at the Closing as if given at the Closing; (ii) any breach or nonperformance of or noncompliance with any covenant, obligation or agreement in this Agreement to be performed by the Expense Reimbursement, Company or any Securityholder at or before the payment Closing before or after the Closing; (iii) any Company Transaction Expenses or Company Debt that are unpaid as of immediately prior to the Closing or any Change of Control Liabilities or Employer Tax Portion that are not included in the determination of the Backstop Commitment Premium Merger Consideration pursuant to Sections 1.11, 1.12 or 1.14 or any error or inaccuracy in the Backstop Commitment Termination Premium Allocation Statement; (iv) any amount by which the amount equal to the Closing Merger Consideration minus the Final Merger Consideration exceeds the Working Capital Adjustment Escrow Amount; (v) any Taxes of or otherwise imposed on the use Company or any Company Subsidiary arising in or relating to (A) any Pre-Closing Tax Period, (B) any legally required change in accounting method with respect to any item or items arising in any Pre-Closing Tax Period, (C) the Company’s or any Company Subsidiary’s membership in an affiliated group within the meaning of Section 1504(a) of the proceeds of the Rights OfferingCode, or any claimsimilar affiliated, challengeconsolidated or combined group for Tax purposes under state, litigationlocal or foreign Law, investigation prior to the Closing, whether pursuant to Treasury Regulation Section 1.1502-6 or proceeding any similar provision of state, local or foreign Law, and (D) any Liability of the Company or any Company Subsidiary for Taxes of another Person as a transferee or successor or by Contract (excluding commercial Contracts not primarily relating to Taxes), to the extent such liability is related to an event occurring, or Contract entered into, prior to the Closing Date; except, in each case of (A) through (D): (x) any Taxes arising from a transaction or event outside the Ordinary Course of Business on the Closing Date after the Closing, and (y) any Taxes specifically taken into account in the calculation of the foregoing, regardless Final Merger Consideration; (vi) any Liabilities relating to or arising out of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by “excess parachute payments” within the Company Parties, meaning of Section 280G of the 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 Code 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 Agreement; (vii) any Appraisal Share Payments; (viii) (A) any Constituent Claim, other than a D&O Claim; and (B) any Constituent Claim that is terminated; provided that the foregoing indemnity will nota D&O Claim, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) to the extent they that the Damages related to or arising, directly or indirectly, out of, caused by or resulting from such D&O Claim are found not covered by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IXTail Policy; and (ix) the matters described on Schedule 8.1(a)(ix).

Indemnification Obligations. Following the entry of the Backstop Approval Order, but effective as of the date hereofCompany, the Company Parties Reorganized Debtors and the other Debtors (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Commitment Parties except to the extent otherwise provided for in this Agreement) 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, Plan and the obligations and transactions contemplated hereby hereunder and therebythereunder, including the Backstop Commitment, the Rights Offering, the Expense ReimbursementCommitments, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 PartiesCompany, the Reorganized Company PartiesDebtors, the other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal 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 provided, that the foregoing indemnity will not, as to any Indemnified 17-13193-mew Doc 542-3 Filed 08/29/18 Entered 08/29/18 19:09:16 Exhibit C: A&R Commitment Agreement Pg 36 of 60 Person, apply to Losses (a) as to a Defaulting Backstop Party or Commitment Party, its Related PartiesParties or any Indemnified Person related thereto, caused by or arising from a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction jurisdiction, whether such judgment is in such underlying action, suit or proceeding, or otherwise, to arise from the willful misconductfraud, bad faith faith, willful misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following In addition to the entry of the Backstop Order, but effective as of the date hereofother rights and remedies available to Borrower under this Agreement or at law or in equity, the Company Parties (the “Indemnifying Parties,” Responsible Party covenants and eachagrees to indemnify, an “Indemnifying Party”) shalldefend, jointly and severally, indemnify and hold harmless each Backstop Party and its AffiliatesBorrower Person upon demand (in accordance with the notice requirements set forth in Section 2(c) hereof), equity holdersto the fullest extent permissible by applicable law, 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 (including claims by, claimsbetween, or among the Parties), costs, damages, demands, expenses, fees (including reasonable attorneys’ fees and other legal expenses), fines, forfeitures, judgments, liabilities (including Payment Obligations), and costs and expenses (other than Taxes of the Backstop Parties except to the extent otherwise provided for in this Agreement) losses, incurred or sustained by such Borrower Person (collectively, “Losses”) that any such Indemnified Person may incur in connection with, or to which any such Indemnified Person may become subject arising out of of, relating to, or resulting from, in whole or in connection part: (i) the failure or asserted failure of any representation or warranty made by the Responsible Party in this Agreement or any Loan Document to be accurate, complete, correct, or true on or as of any date on which such representation or warranty was made, in each case without regard to any knowledge or materiality qualification thereof; (ii) the failure or asserted failure on the part of the Responsible Party to perform any of its agreements, covenants, obligations, or undertakings required to be performed by it under this Agreement or any Loan Document in strict accordance with its terms; (iii) the performance or enforcement of this Agreement, the PlanLoan Documents, and or any transaction contemplated thereby (including the transactions contemplated hereby and therebyLoan), including the Backstop Commitmentdispute or satisfaction of any repurchase, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination Premium or the use of the proceeds of the Rights Offeringindemnification, or any claim, challenge, litigation, investigation other right 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 remedy asserted by the Company Parties, Lender against any Borrower Person under the Reorganized Company Parties, their respective equity holders, Affiliates, creditors Loan Documents; 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 privilegesiv) 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 Responsible Party’s payment obligations under Section 2(a) hereof, or the Responsible Party’s indemnification obligations set forth hereinunder this Section 2(b), irrespective or any other express obligations of whether or not the transactions contemplated by Responsible Party under this Agreement or the Plan are consummated Loan Documents; provided, however, the Responsible Party shall not be required to indemnify or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to hold harmless any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) Borrower Person to the extent they are found by a final, non-appealable judgment of any Losses that a court of competent jurisdiction to determines, in a final non-appealable order, arise from out of (x) the willful misconductfraud, gross negligence, fraud, bad faith faith, or gross negligence willful misconduct on the part of any Borrower Person, or (y) the failure of the Borrower to comply with clauses (y) or (z) of Section 3(c) hereof, unless such Indemnified Person. The Indemnified Persons are express third-party beneficiaries failure arises from any the failure or asserted failure on the part of the Responsible Party or any of its Affiliates to perform any of its respective agreements, covenants, obligations, or undertakings required to be performed by it under this Article IXAgreement, any Loan Document, or any ESS Transaction Document, in strict accordance with its terms.

Indemnification Obligations. Following the entry Each of the Backstop OrderCompany and FCI agrees, but effective as 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 date hereoffact that such person is or was a director, officer, employee, agent, shareholder, professional (including, without limitation, Hebb & Gitlin, Houlihan Loke▇ ▇▇war▇ & ▇▇ki▇, ▇▇▇ ▇i▇▇▇▇▇▇, ▇▇▇▇on & ▇▇▇ger) o▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ed representative of the Consenting Debentureholder (all the foregoing persons, together with the Consenting Debentureholders, the Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”"Indemnitees") shall, jointly and severally, indemnify and hold harmless each 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 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 Backstop Parties except to the extent otherwise provided for in this Agreement) (collectivelyarising during the course of, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or otherwise in connection with this Agreementor in any way related to, the Plannegotiation, preparation, formulation, solicitation, dissemination, implementation, confirmation and consummation of the Financial Restructuring, including the Prepackaged Plan and the transactions contemplated hereby thereby; PROVIDED, HOWEVER, that this indemnity shall not extend to any claims asserted by the Consenting Debentureholder against any other Indemnitee, and therebyPROVIDED, FURTHER, that the foregoing indemnification shall not apply to any liabilities arising from the gross negligence or wilful misconduct of any Indemnitee. If any claim, 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 Backstop Commitmentemployment of counsel reasonably satisfactory to the Indemnitee, the Rights Offering, the Expense Reimbursement, and the payment of all expenses. The Indemnitee shall have the Backstop Commitment Premium right to employ separate counsel in any such claim, action or proceeding and to participate in the Backstop Commitment Termination Premium or defense thereof, but the use fees and expenses of such counsel shall be at the expense 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 Parties, the 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses Indemnitee unless (a) as the Company or FCI has agreed to a Defaulting Backstop Party or its Related Partiespay the fees and expenses of such counsel, or (b) the Company or FCI shall have failed promptly to assume the defense of such claim, action or proceeding and employ counsel reasonably satisfactory to the extent they are found by Indemnitee in any such claim, action or proceeding, or (c) the named parties to any such claim, action or proceeding (including any impleaded parties) include both the Indemnitee and the Company or FCI, and the Indemnitee believes, in the exercise of its business judgment and in the opinion of its legal counsel, reasonably satisfactory to the Company or FCI, that the joint representation of the Company or FCI and the Indemnitee will likely result in a finalconflict of interest (in which case, non-appealable judgment if the Indemnitee notifies the Company or FCI in writing that it elects to employ separate counsel at the expense of a court the Company or FCI, the Company or FCI shall not have the right to assume the defense of competent jurisdiction such action or proceeding on behalf of the Indemnitee). In addition, the Company or FCI shall not effect any settlement or release from liability in connection with any matter for which the Indemnitee would have the right to arise indemnification from the willful misconductCompany or FCI, bad faith unless such settlement contains a full and unconditional release of the Indemnitee, or gross negligence a release of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IXthe Indemnitee reasonably satisfactory in form and substance to the Indemnitee.

Indemnification Obligations. Following the entry of the Backstop Order, but effective as of the date hereof, Each Investor and the Company Parties (the “Indemnifying Parties,” and each, each an “Indemnifying Party”) shall, jointly and severally, agrees to indemnify and hold harmless each Backstop 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 Backstop 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 or the Indemnified Party’s negligence, recklessness or bad faith in performing its obligations under this Agreement; provided, however, that (i) (collectivelywith respect to the Registration Statement and any other SEC filing, “Losses”) that the foregoing indemnity agreement shall not apply to any such Damages of an Indemnified Person may incur or Party to which any such Indemnified Person may become subject 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 connection reliance upon and in conformity with this Agreementwritten information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium any post-effective amendment thereof or the Backstop Commitment Termination Premium or the use of the proceeds of the Rights Offeringsupplement thereto, or any claim, challenge, litigation, investigation preliminary prospectus or proceeding relating final prospectus (as amended or supplemented) or any other SEC filing; and (ii) the foregoing indemnity shall not apply to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought “forward looking statements” made by the Company Parties, the Reorganized Company Parties, their respective equity holders, Affiliates, creditors or any other Person, if 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) 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 jurisdiction to arise from the willful misconductand that comply with, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX15 U.S. Code § 78u–5(i) and (c), respectively.

Indemnification Obligations. Following the entry of the Backstop BCA Approval Order, but effective as of the date hereof, the Company Parties Exide (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, shall indemnify and hold harmless each Backstop Party and 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 Backstop Parties Parties, except to the extent otherwise provided for in this Commitment Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Agreement, the Plan, Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination Premium 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 Company PartiesExide, the Reorganized Company Parties, their respective its 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 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 provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or and its Related Parties, caused by a Backstop Party Default by such Backstop Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the fraud, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Notwithstanding anything to the contrary in this Commitment Agreement, the Indemnifying Party will not be liable for, and no Indemnified Persons are express third-party beneficiaries of this Article IXPerson shall claim or seek to recover, any punitive, special, indirect or consequential damages or damages for lost profits.

Indemnification Obligations. Following the entry of the Backstop BCA Approval Order, but effective as of the date hereof, the Company Parties and the other Debtors (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop 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 Backstop Commitment Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, Approved Plan and the transactions contemplated hereby and thereby, including the Backstop CommitmentCommitments, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Put Option Premium or the Backstop Commitment Termination 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 PartiesCompany, the Reorganized Company Partiesother 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 Approved Plan are consummated or whether or not this Agreement is terminated; provided provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or Commitment Party, its Related PartiesParties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, no Indemnified Persons are express third-party beneficiaries of Claim may be made against LegacyCo, and LegacyCo will have no obligation to indemnify any Person under this Article IXAgreement.

Indemnification Obligations. Following the entry of the Backstop BCA Approval Order, but effective as of the date hereof, the Company Parties Debtors (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop 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 Backstop Commitment Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, Agreement and the transactions contemplated hereby and therebyhereby, including the Backstop Commitment, the Rights OfferingOfferings, the Expense ReimbursementPrivate Placements, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination Premium or Payment, the use of the proceeds of the Rights OfferingOfferings or Private Placements, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company Parties, the Reorganized Company PartiesDebtors, 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Commitment Party or its Related PartiesPurchasers related to a Commitment Party Default by such Commitment Party, (b) as to a Defaulting Private Placement Party or its Related Purchasers related to a Private Placement Investor Default by such Private Placement Investor or (bc) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of ; provided further that this Article IXSection 8.1 will not apply to the Subsequent Private Placement Investors.

Indemnification Obligations. Following The Company and the entry of the Backstop Order, but effective as of the date hereof, the Company Parties other Debtors (the “Indemnifying Parties,” and each, each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop Party and Party, its Affiliates, equity holdersshareholders, members, partnerspartners and other equity holders, general partners, managers managers, directors and its and their respective Representatives Representatives, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (including Taxes imposed by any Chilean Governmental Entity but excluding (i) Excluded Taxes and (ii) Taxes imposed by any non-Chilean Governmental Entity) arising out of a claim asserted by a third party, any Debtor or any other than Taxes of the Backstop Parties except to the extent otherwise provided for in this Agreement) Person (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense ReimbursementOfferings, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination Premium 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 Parties, the Reorganized Company Parties, 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 to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or and its Related Parties, Parties to the extent caused by a Backstop Party Default by such Backstop Party or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following the entry of the Backstop Confirmation Order, but effective as of Quorum and the date hereof, the Company Parties other Debtors (the “Indemnifying Parties,” and each, each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop Party and Equity Commitment 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 Backstop 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 Plan, Agreement and the transactions contemplated hereby and therebyits obligations hereunder, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, Equity Commitment or the payment of the Backstop Equity Commitment Premium or the Backstop Commitment Termination Premium or the use of the proceeds of the Rights OfferingPremium, 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 PartiesQuorum, the Reorganized Company Partiesother Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party out-of-pocket expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Equity Commitment Party or and its Related PartiesParties or any Indemnified Person related thereto, caused by 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 to arise from the bad faith, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

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

Indemnification Obligations. Following the entry of the Backstop Approval Order, but effective as of the date hereofCompany, the Company Parties Reorganized Debtors and the other Debtors (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Commitment Parties except to the extent otherwise provided for in this Agreement) arising out of a claim asserted by a third party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense ReimbursementCommitments, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 PartiesCompany, the Reorganized Company PartiesDebtors, the other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal 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 provided, that the foregoing indemnity will not, as to any Indemnified Person, not apply to Losses (a) as to Losses incurred by a Defaulting Backstop Commitment Party or its Related Parties, 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 (whether such judgment is in such underlying action, suit or proceeding, or otherwise) to arise from the willful misconductfraud, bad faith faith, willful misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following the entry of the Backstop Approval Order, but effective as of the date hereof, the Company Parties and its Subsidiaries (the “Indemnifying Parties,” and each, each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Commitment Parties except to the extent otherwise provided for in this Agreement) 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 Plan, and the transactions contemplated hereby and therebythe obligations hereunder, including the Backstop CommitmentCommitments, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Put Option Equity Premium or or, with respect to Saba, the Backstop Commitment Termination Premium 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 PartiesCompany, the Reorganized Company Partiesits 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 to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided provided, however, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or Commitment Party, its Related PartiesParties or any Indemnified Person related thereto, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction jurisdiction, whether such judgment is in such underlying action, suit or 58 proceeding, or otherwise, to arise from the bad faith, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IXPerson .

Indemnification Obligations. Following the entry (i) Each of the Backstop Order, but effective as of the date hereof, the Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shallShareholders hereby, jointly and severally, indemnify agrees to indemnify, defend and hold harmless each Backstop Party and its AffiliatesBuyer, equity holders, members, partners, general partners, managers and its the Company and their respective Representatives officers, directors and controlling persons (each, an “Indemnified Person”) other Affiliates harmless from and against and to reimburse such Persons with respect to any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject Damages arising out of or relating to one or more of the following: (A) any misrepresentation or breach of a representation or warranty of the Company or any Shareholder contained in this Agreement or the Shareholder Ancillary Documents or in any exhibit or schedule hereto, or in any other statement, certificate or document furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions contemplated hereby (for purposes of this Section 7.2(a)(i)(A), such representations and warranties shall be read without reference to materiality, Material Adverse Effect or similar monetary and non-monetary qualifications); (B) any breach of any covenant or obligation of the Company required to be performed on or prior to the Closing Date, or of any Shareholder contained in this Agreement or the Shareholder Ancillary Documents, whether requiring performance before or after the Closing Date; and (C) any Fraud, willful misconduct or bad faith of the Company or any Shareholder in connection with this Agreement or the Shareholder Ancillary Documents. (ii) Buyer hereby agrees to indemnify, defend and hold each Shareholder harmless from and against and to reimburse each Shareholder and its Affiliates with respect to any one or more of the following: (A) any and all Damages arising out of or resulting from a misrepresentation or breach of warranty of Buyer contained in this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium in any Buyer Ancillary Document 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 Company Parties, the Reorganized Company Parties, their respective equity holders, Affiliates, creditors or in any other Personstatement, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject certificate or document furnished or to redaction be furnished by Buyer to preserve attorney client and work product privileges) legal the Shareholders pursuant hereto or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by hereby; (B) any and all Damages arising out of or resulting from any breach of any covenant or obligation of Buyer contained in this Agreement or in any Buyer Ancillary Document, whether requiring performance before or after the Closing Date; and (C) any Fraud, willful misconduct or bad faith of Buyer in connection with this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IXBuyer Ancillary Documents.

Indemnification Obligations. Following (a) Indemnification by the Company. Subject to the entry of the Backstop OrderBCA Approval Order by the Bankruptcy Court, but effective as of the date hereoffollowing September 23, 2014, the Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, Debtors shall indemnify and hold harmless each Backstop 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 Backstop 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) 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, Plan and the transactions contemplated hereby and thereby, including the Backstop CommitmentDIP Conversion, the Rights Offering, the Expense Reimbursement, the payment of the 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 such Person is a party thereto, whether or not such proceedings are brought by the Company PartiesCompany, the Reorganized Company Partiesother Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified such 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following Subject to the entry of the Backstop Orderlimitations set forth in this Article VIII, but effective as of from and after the date hereofof this Agreement, the Company Credit Parties (collectively, the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each 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 Backstop Parties except to the extent otherwise provided for in Section 2.5(b) of this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, Agreement and the transactions Transaction contemplated hereby and therebyhereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the 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 Company Parties, the Reorganized Company Credit 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 that the foregoing indemnity will shall not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following the entry of the Backstop Order, but effective as of the date hereof, the Company Parties Debtors (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities (including Environmental Liabilities) and costs and expenses (other than Taxes of the Backstop Commitment Parties except to the extent (i) otherwise provided for in this AgreementAgreement or (ii) such Taxes represent losses arising from any non-Tax claim) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 PartiesDebtors, the Reorganized Company PartiesDebtors, 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Commitment Party or its Related Parties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following the entry of the Backstop BCA Approval Order, but effective as of the date hereofDebtors and, after the Closing Date, the Reorganized Company Parties (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop Commitment Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Commitment Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, Agreement and the transactions contemplated hereby and therebyhereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination Premium 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 Parties, the Reorganized Company PartiesDebtors, 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Commitment Party or its Related Parties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

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

Indemnification Obligations. Following (a) Subject to the entry other provisions of this Article X, from and after the Backstop Order, but effective as of the date hereofClosing, the Seller shall indemnify the Purchaser and each of its Affiliates (which, following the Closing, shall include the Company Parties (and the “Indemnifying Parties,” and each, an “Indemnifying Party”Company Subsidiaries) shall, jointly and severally, indemnify and hold harmless each Backstop Party and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives directors, officers, employees, stockholders, partners, members, managers, agents and controlling persons representatives (each, an a “Purchaser Indemnified PersonParty”) from for any Losses by such Purchaser Indemnified Party as a result of (i) any breach of any representation and against any and all losses, claims, damages, liabilities and costs and expenses warranty by Seller or Parent Company contained in this Agreement (other than Taxes or inaccuracy of the Backstop Seller Closing Certificate with respect to any such representation and warranty); (ii) any breach of any covenant or agreement of the Seller or Parent Company contained in this Agreement (or inaccuracy of the Seller Closing Certificate with respect to any such covenant or agreement); or (iii) any Excluded Liabilities; provided, however, that the Purchaser Indemnified Parties except shall not be entitled to indemnification under this Section 10.2(a) with respect to any Losses relating to Taxes to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such the Purchaser Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, Parties have received indemnification from the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium Seller 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 Parent Company for such Losses pursuant to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company Parties, the 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or Section 7.2. (b) Subject to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries other provisions of this Article IXX, from and after the Closing, the Purchaser shall indemnify the Seller and each of its Affiliates and its and their respective directors, officers, employees, stockholders, partners, members, managers, agents and representatives (each, a “Seller Indemnified Party”) for any Losses actually incurred by such Seller Indemnified Party as a result of: (i) the breach of any representation and warranty of the Purchaser contained in this Agreement (or inaccuracy of the Purchaser Closing Certificate with respect to any such representation and warranty); or (ii) any breach of any covenant or agreement of the Purchaser contained in this Agreement (or inaccuracy of the Purchaser Closing Certificate with respect to any such covenant or agreement).

Indemnification Obligations. Following the entry of the Backstop BCA Approval Order, but effective as of the date hereof, the Company Parties and the other Debtors (the “Indemnifying Parties,” and each, each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each 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 Backstop Parties except to the extent otherwise provided for in this Agreement) any third party claim or any claim asserted by any Debtor (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination Premium 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 Parties, the Reorganized Company Parties, 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 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or and its Related Parties, caused by a Backstop Party Default by such Backstop Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

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

Indemnification Obligations. Following the entry of the Backstop Order, but effective as of the date hereof, Each Investor and the Company Parties (the “Indemnifying Parties,” and each, each an “Indemnifying Party”) shall, jointly and severally, agrees to indemnify and hold harmless each Backstop 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 Backstop 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 or the Indemnified Party’s negligence, recklessness or bad faith in performing its obligations under this Agreement; provided, however, that (i) (collectivelywith respect to the Registration Statement and any other SEC filing, “Losses”) that the foregoing indemnity agreement shall not apply to any such Damages of an Indemnified Person may incur or Party to which any such Indemnified Person may become subject 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 connection reliance upon and in conformity with this Agreementwritten information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium any post- effective amendment thereof or the Backstop Commitment Termination Premium or the use of the proceeds of the Rights Offeringsupplement thereto, or any claim, challenge, litigation, investigation preliminary prospectus or proceeding relating final prospectus (as amended or supplemented) or any other SEC filing; and (ii) the foregoing indemnity shall not apply to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought “forward looking statements” made by the Company Parties, the Reorganized Company Parties, their respective equity holders, Affiliates, creditors or any other Person, if 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) 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 jurisdiction to arise from the willful misconductand that comply with, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX15 U.S. Code § 78u–5(i) and (c), respectively.

Indemnification Obligations. Following the entry of the Backstop Order, but effective as of the date hereof, the Company Parties Debtors (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop 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 Backstop Equity Commitment Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Equity Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 Company PartiesDebtors, the Reorganized Company PartiesDebtors, 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Equity Commitment Party or its Related Parties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified PersonPerson or (c) a material breach of the representations and warranties made by such Indemnified Person in this Agreement or the RSA, or (d) a material breach by such Indemnified Person of its obligations under this Agreement or the RSA. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following the entry of the Backstop ECA Approval Order, but effective as of the date hereof, the Company Parties and the other Debtors (the “Indemnifying Parties,” and each, each an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless the Administrative Agent and each Backstop Party and Commitment 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 Backstop Commitment Parties except but subject to the extent otherwise provided for in this Agreementlast sentence of Section 2.5(c)) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, Plan and the transactions contemplated hereby and thereby, including the Backstop Subscription Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 PartiesCompany, the Reorganized Company Partiesother Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable and documented out-of-pocket (with such documentation subject to redaction 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Commitment Party or and its Related Parties, caused by a Commitment Party Default by such Commitment Party, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following the entry of the Backstop EPCA Approval Order, but effective as of the date hereof, the Company Parties and the other Debtors (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop Party Equity Commitment 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 Backstop Parties except to the extent otherwise provided for in this Agreement) Indemnified Person arising out of a claim asserted by a third-party (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and Plan or the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 PartiesCompany, the Reorganized Company Partiesother Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal (including attorneys’ fees and expenses) or other third-party expenses actually incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to any Indemnified Person to the extent arising from a Defaulting Backstop material breach by any Equity Commitment Party or its Related Parties, of this Agreement or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following the entry of the Backstop BCA Approval Order, but effective as of the date hereof, the Company Parties and the other Debtors (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop the Commitment Party and its Affiliates, equity holders, members, partners, direct and indirect general and limited partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Parties Commitment Party 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, Plan and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights OfferingOfferings, the Expense Reimbursement, the payment issuance of the Backstop Commitment Premium or the Backstop Commitment Termination Premium Fee Common Stock 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 PartiesCompany, the Reorganized Company Partiesother Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or the Commitment Party, its Related PartiesParties or any Indemnified Person related thereto, caused by a Commitment Party Default or a material breach of the Commitment Party’s obligations under this Agreement, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the bad faith, willful misconduct, bad faith misconduct or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.

Indemnification Obligations. Following the entry of the Backstop Order, but effective as of the date hereofClosing, the Company Parties and its direct and indirect Subsidiaries (the “Indemnifying Parties,” and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each Backstop 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 Backstop Parties except to the extent otherwise provided for in this Agreementinvestigation and defense and reasonable attorneys’ fees, costs and expenses) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person or its assets or properties may become subject based upon, arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 Company Partiesof any covenants, the Reorganized Company Parties, their respective equity holders, Affiliates, creditors agreements 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 obligations contained in this Agreement or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing Definitive Documents and/or (including iii) any direct or indirect Action by stockholders of the Company (including, for the avoidance of doubt, any derivative action) arising out of, relating to or in connection with the enforcement of transactions contemplated by the indemnification obligations set forth herein)Term Sheet or any investigation by any Governmental Entity relating to the Company's actions or omissions arising out of, irrespective of whether relating to or not in connection with the transactions contemplated by the Term Sheet. For the avoidance of doubt, (x) the amount of any Losses subject to indemnification pursuant to this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as Article VII paid to any an Indemnified Person, apply Person shall include a gross-up to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of take into account such Indemnified Person. The ’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 Persons are express third-party beneficiaries Person will not have suffered any Losses and (y) the amount of any Losses for which indemnification is provided under this Article IXVII paid to an Indemnified Person by an Indemnifying Party shall be net of any amounts recovered by such Indemnified Person under insurance policies with respect to such Loss; provided that, for the avoidance of doubt, any such insurance policies shall be excess and non-contributory.

Indemnification Obligations. Following In the entry of the Backstop Order, but effective as of the date hereof, the Company Parties event any Registrable Securities are included in a registration statement under this Agreement: (the “Indemnifying Parties,” and each, an “Indemnifying Party”a) shall, jointly and severally, ebix shall indemnify and hold harmless BRiT, any underwriter (as defined in the Securities Act) for BRiT and each Backstop Party and its Affiliatesperson, equity holdersif any, memberswho controls BRiT or underwriter within the meaning of the Securities Act or the Exchange Act or other applicable law, 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, or liabilities and costs and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other than Taxes applicable United States federal or state securities law), insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the Backstop Parties except following statements, omissions or violations (collectively a "VIOLATION"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading, or (iii) any violation or alleged violation by ebix of the Securities Act, the Exchange Act (or other applicable securities law or United States federal or state securities regulation), any blue sky law or any rule or regulation promulgated under such laws, regulations or rules; and ebix will pay to BRiT and each such underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; PROVIDED, HOWEVER, that the indemnity agreement contained in this subsection 7.1(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of ebix, nor shall ebix be liable in any such case for any such loss, claim, damage, liability, or action to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with this Agreementsuch registration by BRiT or any such underwriter or controlling person. (b) BRiT shall indemnify and hold harmless ebix, each of its directors, each of its officers who has signed the Planregistration statement, and each person, if any, who controls ebix within the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment meaning of the Backstop Commitment Premium Securities Act, any underwriter, any other holder selling securities in such registration statement and any controlling person of any such underwriter or the Backstop Commitment Termination Premium or the use of the proceeds of the Rights Offeringother holder, against any losses, claims, damages, or any claim, challenge, litigation, investigation liabilities (joint or proceeding relating several) 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 Parties, the 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 which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act (including or other applicable securities law or securities regulation) or other federal or state securities law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by BRiT expressly for use in connection with such registration; and BRiT will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 7(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; PROVIDED, HOWEVER, that the enforcement indemnity agreement contained in this subsection 7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of BRiT, which consent shall not be unreasonably withheld; PROVIDED, HOWEVER, that in no event shall any indemnity under this subsection 7(b) exceed the net proceeds from the offering received by BRiT. (c) Promptly after receipt by an indemnified party under this Article 7 of notice of the indemnification obligations set forth hereincommencement of any action (including any governmental action), irrespective such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Article 7, deliver to the indemnifying party a written notice of whether or not the transactions contemplated by this Agreement or commencement thereof and the Plan are consummated or whether or not this Agreement is terminated; provided that indemnifying party shall have the foregoing indemnity will notright to participate in, as to any Indemnified Personand, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) to the extent they are found the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; PROVIDED, HOWEVER, that an indemnified party (together with all other indemnified parties that may be represented without conflict by a finalone counsel) shall have the right to retain one separate counsel, non-appealable judgment of a court of competent jurisdiction with the fees and expenses to arise from be paid by the willful misconductindemnifying party, bad faith or gross negligence if representation of such Indemnified Personindemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The Indemnified Persons are express third-failure to deliver written notice to the indemnifying party beneficiaries within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Article IX7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Article 7.

Indemnification Obligations. Following If any claim, action or proceeding is made or brought against Seller or Buyer and such party (the “Indemnitee ”), as a result of such claim, action or proceeding, is entitled to indemnification from the other party (“Indemnitor”) pursuant to the terms and conditions of this Agreement (an “Indemnified Claim ”), then, upon demand by the Indemnitee, Indemnitor, at its sole cost and expense, shall indemnify, protect, defend and hold the Indemnitee harmless from any liability with respect to any such Indemnification Claim with the engagement of counsel as the Indemnitee shall approve, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Indemnitee shall also have the right to retain its own attorneys to defend or assist in defending any such claim, action or proceeding either involving potential liability of One Hundred Thousand and No/100 Dollars ($100,000.00) or more, or if, in the Indemnitee’s reasonable judgment, such counsel faces a conflict, whether because of differing defenses available to Indemnitor and Indemnitee or any other reason, and, in each such case, Indemnitor shall pay the reasonable fees and disbursements of such attorneys. Notwithstanding anything contained in this Agreement to the contrary, (A) no Indemnitor shall have any liability for any consequential, indirect or punitive damages that are suffered by an Indemnitee, and (B) the Indemnitor shall not be required to indemnify the Indemnitee, and hold the Indemnitee harmless, in either case as aforesaid, to the extent that the gross negligence or willful misconduct of Indemnitee contributed to the loss or damage sustained by the party making the Indemnified Claim against the Indemnitee. Indemnitee shall not consent to the entry of any judgment or award regarding an Indemnified Claim, or enter into any settlement regarding such Indemnified Claim, except in either case with the Backstop Order, but effective as prior approval of the date hereofIndemnitor, which approval shall not be unreasonably withheld, conditioned or delayed by the Company Parties (Indemnitor. The provisions of this Section 9.23 shall survive the “Indemnifying Parties,” Closing and each, an “Indemnifying Party”) shall, jointly and severally, indemnify and hold harmless each 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 the expiration or earlier termination of the Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan, and the transactions contemplated hereby and thereby, including the Backstop Commitment, the Rights Offering, the Expense Reimbursement, the payment of the Backstop Commitment Premium or the Backstop Commitment Termination 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 Parties, the 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 that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties, or (b) to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such Indemnified Person. The Indemnified Persons are express third-party beneficiaries of this Article IX.