Common use of Indemnification Provisions Clause in Contracts

Indemnification Provisions. On and as of the Effective Date, the Indemnification Provisions will be assumed and irrevocable and will survive the effectiveness of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, or agents to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the respective Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the Reorganized Debtors will amend and/or restate their respective governance documents before or after the Effective Date to terminate or materially adversely affect any of the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, each of the Reorganized Debtors shall be jointly and severally liable for the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Date, the Indemnification Provisions shall be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, the Reorganized Debtors shall have no obligation to indemnify any Person for any contributions made by such Person, or on such Person’s behalf, to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided pursuant to this Plan. The New Property Entities’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective Date.

Indemnification Provisions. On and as of the Effective Date, all Indemnification Provisions shall be deemed and treated as Executory Contracts that are and shall be assumed by the Debtors (and assigned to the applicable Reorganized Debtors, if necessary) pursuant to section 365(a) and section 1123 of the Bankruptcy Code as to which no proof of Claim, request for administrative expense, or cure claim need be Filed, and all Claims arising from the Indemnification Provisions will be assumed and irrevocable and will shall survive the effectiveness of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, or agents to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the respective Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the Reorganized Debtors will amend and/or restate their respective governance documents before or after the Effective Date and be Unimpaired; provided, however, that, to terminate the maximum extent permitted under applicable law, this provision shall not include any such Claims arising from or materially adversely affect related to (i) any Excluded Party or (ii) any indemnification Claims against the Parent that are based on fraud, gross negligence, or willful misconduct, in each case as determined by Final Order of the Reorganized Debtors’ obligations to provide such indemnification rights Bankruptcy Court or such directors’any other court of competent jurisdiction. Unless previously effectuated by separate order entered by the Bankruptcy Court, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, each of the Reorganized Debtors shall be jointly and severally liable for the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation and Consummation of this Plan shall not discharge, impair, impair or otherwise modify any obligations assumed by available defenses of the foregoing assumption of Reorganized Debtors or other applicable parties under the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by . For the Debtors under the Plan as to which no Proof avoidance of Claim need be Filed, and (3) as of the Effective Datedoubt, the Indemnification Provisions shall be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, the Reorganized Debtors shall have no obligation continue to indemnify any Person for any contributions made by such Personapply with respect to actions, or failures to act, that occurred on such Person’s behalf, or prior to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided pursuant to this Plan. The New Property Entities’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective Date, subject to the terms and conditions of the Indemnification Provisions.

Indemnification Provisions. On and as of the Effective DateA-E agrees to indemnify, the Indemnification Provisions will be assumed and irrevocable and will survive the effectiveness of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability ofdefend with counsel approved in writing by COUNTY, and advancement of fees hold COUNTY, its elected and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directorsappointed officials, officers, employees, agents and those special districts and agencies which COUNTY’S Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any claims, demands or agents liability of any kind or nature, including but not limited to personal injury or property damage, arising out of, pertaining to, or relating to the fullest extent permitted negligence, recklessness, or willful misconduct of the A-E. If judgment is entered against A-E and COUNTY by law a court of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY INDEMNITEES, A-E and COUNTY agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. Notwithstanding anything stated above, nothing contained herein shall relieve A-E of any insurance requirements or obligations created elsewhere in this Agreement. Insurance Requirement Prior to the provision of services under this contract, the A-E agrees to purchase all required insurance at least A-E’s expense and to deposit with the County Certificates of Insurance, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Agreement have been complied with and to keep such insurance coverage and the certificates therefore on deposit with the County during the entire term of this contract. The County reserves the right to request the declarations page showing all endorsements and a certified copy of the policy. In addition, all subcontractors performing work on behalf of A-E pursuant to this Agreement shall obtain insurance subject to the same extent terms and conditions as the organizational documents of each of the respective Debtors set forth herein for A- E. All self-insured retentions (SIRs) or deductibles shall be clearly stated on the Petition DateCertificate of Insurance. If no deductibles or SIRs apply, against indicate this on the Certificate of Insurance with a 0 by the appropriate line of coverage. Any deductible or self-insured retention (SIR) in an amount in excess of $25,000 ($5,000 for automobile liability), shall specifically be approved by the County Executive Office (CEO)/Office of Risk Management. A-E shall be responsible for reimbursement of any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of deductible to the Reorganized Debtors will amend and/or restate their respective governance documents before or after insurer. If the Effective Date A-E fails to terminate or materially adversely affect any of maintain insurance acceptable to the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, County for the avoidance full term of doubt, each of the Reorganized Debtors shall be jointly and severally liable for the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Datethis contract, the Indemnification Provisions shall be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, the Reorganized Debtors shall have no obligation to indemnify any Person for any contributions made by such Person, or on such Person’s behalf, to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided pursuant to County may terminate this Plan. The New Property Entities’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective Datecontract.

Indemnification Provisions. On From and after the Effective Time, Parent (solely to the extent of the amount of total assets of the Company as of the Effective DateTime) and the Surviving Corporation will fulfill and honor the obligations of the Company to its directors and officers (the "Indemnified D&O Persons") pursuant to the indemnification provisions set forth in the Company Charter and Bylaws, as in effect on the date hereof; provided that in no event shall Parent or the Surviving Corporation be obligated to indemnify any person for any amounts payable by such person pursuant to Article VII hereof or as a result of any of the matters described in Section 7.2. Prior to the Effective Time, the Indemnification Provisions will be assumed Company shall purchase a tail with respect to the termination of its present directors' and irrevocable officers' liability insurance policy, which tail policy shall have coverage in an amount not less than the existing coverage and will survive shall have other terms not materially less favorable to the effectiveness insured persons than the directors' and officers' liability insurance coverage maintained by the Company as of the Plan date hereof and shall cover persons who are covered by such insurance as of the Effective Time for a period of at least 6 years after the Closing (the "D&O Tail Policy"). Parent agrees to maintain, and shall cause the Surviving Corporation to maintain, the D&O Tail Policy until it expires in accordance with its terms, provided that Parent shall not have any obligation to pay any additional amounts for such D&O Tail Policy. Neither Parent nor the Surviving Corporation will amend the indemnification provisions set forth in the Company Charter or Bylaws in a manner that adversely affects the Indemnified D&O Persons. The obligations of the Parent and the Reorganized Debtors’ governance documents Surviving Corporation under this Section 5.15 shall provide continue in full force and effect for a period commencing as of the Closing and ending on the six year anniversary of the Closing; provided, that all rights to indemnification in respect of any claim for indemnification under this Section 5.15 asserted or made within such period shall continue until the final disposition of such claim and, provided, further, that if the D&O Tail Policy is obtained for a period of longer than six (6) years and such policy requires that the underlying indemnification obligations of the Parent or the Surviving Corporation continue for the indemnificationterm of the policy, defensethen the obligations of Parent and the Surviving Corporation under this Section 5.15 shall continue for the length of the D&O Tail Policy, reimbursement, exculpation, and/or limitation up to a maximum period of liability ten (10) years from the Effective Time. The provisions of this Section 5.15 are intended to be for the benefit of, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, or agents to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the respective Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the Reorganized Debtors will amend and/or restate their respective governance documents before or after the Effective Date to terminate or materially adversely affect any of the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubtenforceable by, each of the Reorganized Debtors shall be jointly Indemnified D & O Persons and severally liable for the foregoing obligations to provide such indemnification rights or such directors’estate, officers’, employees’, or agents’ indemnification rights. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption heirs and representatives of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained them, and except as specified herein, nothing herein shall affect any indemnification rights that the Indemnified D & O Persons (1or any of them) Confirmation shall not dischargeor their respective estate, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed heirs and treated as an Executory Contract that has been assumed by the Debtors representatives may have under the Plan as to which no Proof of Claim need be FiledCompany Charter or Bylaws , and (3) as of the Effective Dateany Applicable Law, the Indemnification Provisions shall be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, the Reorganized Debtors shall have no obligation to indemnify any Person for any contributions made by such Person, or on such Person’s behalf, to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided pursuant to this Plan. The New Property Entities’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, Contract or otherwise) arising after the Effective Date.

Indemnification Provisions. On and as Neither the Agent nor any of the Effective Date, the Indemnification Provisions will be assumed and irrevocable and will survive the effectiveness of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former -------------------------- its directors, officers, employeesagents, or agents to employees shall be liable for any action taken or not taken by it in connection with the fullest extent permitted by law and Credit Documents (i) with the consent or at least to the same extent as the organizational documents of each request of the respective Debtors on Majority Lenders or all the Petition DateLenders where unanimity is required or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Agent nor any of its directors, against officers, agents or employees shall be responsible for or have any claims duty to ascertain, inquire into or Causes verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Borrowing; (ii) the performance or observance of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the Reorganized Debtors will amend and/or restate their respective governance documents before or after the Effective Date to terminate or materially adversely affect any of the Reorganized Debtors’ obligations covenants or agreements of the Borrower or any Subsidiary contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 4 hereof, except receipt of items required to provide be delivered to the Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectability hereof or of any other Credit Document or of the Liens provided for by the Security Documents or of any other documents or writing furnished in connection with any Credit Document or of the Collateral; and the Agent makes no representation of any kind or character with respect to any such indemnification rights matters mentioned in this sentence. The Agent may execute any of its duties under any of the Credit Documents by or such directors’through employees, officers’agents, employees’, and attorneys-in-fact and shall not be answerable to the Lenders or agents’ indemnification rights; provided that, any other Person for the avoidance default or misconduct of doubt, each of the Reorganized Debtors shall be jointly and severally liable for the foregoing obligations to provide any such indemnification rights agents or such directors’, officers’, employees’, or agents’ indemnification rightsattorneys-in-fact selected with reasonable care. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation The Agent shall not dischargeincur any liability by acting in reliance upon any notice, impairconsent, certificate, other document or otherwise modify any obligations assumed statement (whether written or oral) believed by it to be genuine or to be sent by the foregoing assumption proper party or parties. In particular and without limiting any of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Date, the Indemnification Provisions shall be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, the Reorganized Debtors Agent shall have no obligation to indemnify responsibility for confirming the existence or worth of any Person for Collateral or the accuracy of any contributions made Compliance Certificate or other document or instrument received by it under the Credit Documents. The Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Agent signed by such Person, or on such Person’s behalf, owner in form satisfactory to the Debtors Agent. Each Lender acknowledges that it has independently and without reliance on the Agent or to any Holder of any Claim or Interests other Lender obtained such information and made such investigations and inquiries regarding the Borrower and its Subsidiaries as consideration for any releases provided pursuant to this Plan. The New Property Entities’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability ofit deems important, and advancement of fees based upon such information, investigations and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions inquiries made its own credit analysis and decision to extend credit to the fullest extent permitted by law and at least to Borrower in the same extent as manner set forth in the organizational documents Credit Documents. It shall be the responsibility of each of Lender to keep itself informed about the Debtors on the Petition Datecreditworthiness and business properties, against any claims or Causes of Action whether direct or derivativeassets, liquidated or unliquidatedliabilities, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations condition (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, financial or otherwise) arising after and prospects of the Effective DateBorrower and its Subsidiaries, the creditworthiness of all account debtors of the Borrower and its Subsidiaries, and the Agent shall have no liability whatsoever to any Lender for such matters. The Agent shall have no duty to disclose to the Lenders information that is not required by any Credit Document to be furnished by the Borrower or any Subsidiaries to the Agent at such time, but is voluntarily furnished to the Agent (either in its capacity as Agent or in its individual capacity).

Indemnification Provisions. On and as of the Effective DateThe Company (in such capacity, the Indemnification Provisions will be assumed “Indemnifying Party”) shall indemnify and irrevocable hold harmless the Investors and will survive the effectiveness each of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnificationtheir respective Affiliates, defensemembers, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directorspartners, officers, directors, employees, agents, advisors and controlling persons (each, in such capacity, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or agents several, to which any such Indemnified Person may become subject arising out of or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the fullest extent permitted Rights Offering, this Agreement, the Commitments, the Chapter 11 Plan (or the solicitation thereof), the Chapter 11 Cases or the transactions contemplated hereby or thereby, including without limitation, payment of the Commitment Fee or the Transaction Expenses, if any, distribution of the Rights, purchase and sale of Rights Offering Shares in the Rights Offering and purchase and sale of Shares pursuant to this Agreement, or any breach by law the Company of any representation, warranty, covenant or other provision of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and at least to reimburse such Indemnified Persons for any reasonable legal or other reasonable out-of-pocket expenses as they are incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the same extent that they are finally judicially determined to have resulted from fraud, gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the organizational documents of each relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the respective Debtors Indemnifying Party, on the Petition Dateone hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. It is hereby agreed that the relative benefits to the Indemnifying Party on the one hand and all Indemnified Persons on the other hand shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by the Company pursuant to the sale of Shares to the Investors pursuant to this Agreement bears to (ii) the Commitment Fee paid or proposed to be paid to the Investors in connection with such sales. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of the Indemnifying Party, or any other person in connection with or as a result of the Rights Offering, this Agreement, the Commitments, the Chapter 11 Plan (or the solicitation thereof), the Chapter 11 Cases or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by the Company are finally judicially determined to have resulted from fraud, gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement. Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, litigation, investigation, proceeding or other action with respect to which such Indemnified Person may be entitled to indemnification hereunder (“Actions”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party in respect thereof, notify the Indemnifying Party in writing of the commencement thereof; provided, that (i) the omission so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have hereunder except to the extent it has been actually and materially prejudiced by such failure and (ii) the omission so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to an Indemnified Person otherwise than on account of this Section 8. In case any such Actions are brought against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, Indemnified Person and none such Indemnified Person notifies the Indemnifying Party of the Reorganized Debtors will amend and/or restate their respective governance documents before or after commencement thereof, if the Indemnifying Party commits in writing to fully indemnify and hold harmless the Indemnified Person with respect to such Actions, without regard to whether the Effective Date to terminate or materially adversely affect any of the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, each of the Reorganized Debtors shall be jointly and severally liable for the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Dateoccurs, the Indemnification Provisions shall Indemnifying Party will be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoingentitled to participate in such Actions, the Reorganized Debtors shall have no obligation to indemnify any Person for any contributions made by such Person, or on such Person’s behalfand, to the Debtors extent that such Indemnifying Party may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel satisfactory to such Indemnified Person, provided that if the defendants in any such Actions include both such Indemnified Person and the Indemnifying Party and such Indemnified Person shall have concluded that there may be legal defenses available to it that are different from or additional to any Holder those available to the Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of any Claim such Actions on behalf of such Indemnified Person. Following the date of receipt of such indemnification commitment from the Indemnifying Party and notice from the Indemnifying Party to such Indemnified Person of its election so to assume the defense of such Actions and approval by such Indemnified Person of counsel, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof after such date (other than reasonable costs of investigation) unless (w) such Indemnified Person shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (x) the Indemnifying Party shall not have employed counsel satisfactory to such Indemnified Person to represent such Indemnified Person at the Indemnifying Party’s expense within a reasonable time after notice of commencement of the Actions, (y) after the Indemnifying Party assumes the defense of such Actions, such Indemnified Person determines that the Indemnifying Party is failing to diligently defend against such Actions in good faith or Interests (z) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. Exhibit G New Registration Rights Agreement REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (as consideration for any releases provided pursuant amended, restated, supplemented or otherwise modified from time to time, this Plan. The New Property Entities’ governance documents shall provide for “Agreement”) is entered into as of [●], 2013, by and among K-V Pharmaceutical Company, a Delaware corporation (the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of“Company”), and advancement of fees and expenses tothe persons identified on Schedule A hereto (each, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective Datea “Holder”).

Indemnification Provisions. On and as of Whether or not the Effective DateRights Offering is consummated or this Agreement is terminated, the Indemnification Provisions will be assumed Company (in such capacity, the “Indemnifying Party”) shall indemnify and irrevocable and will survive hold harmless the effectiveness of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability ofWCAS Investors, and advancement of fees and expenses totheir respective officers, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or agents several, arising out of circumstances existing on or prior to the fullest extent permitted Rights Offering Closing Date (“Losses”) to which any such Indemnified Person may become subject arising out of or in connection with any claim, challenge, litigation, investigation or proceeding (“Proceedings”) instituted by law and at least a third party with respect to the same extent as Rights Offering, this Agreement, the organizational documents of each of Rights Offering Registration Statement, any Preliminary Rights Offering Prospectus, the respective Debtors on Rights Offering Prospectus, any Issuer Free Writing Prospectus, the Petition DateInvestment Decision Package, against any claims amendment or Causes of Action whether direct supplement thereto or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the Reorganized Debtors will amend and/or restate their respective governance documents before or after the Effective Date to terminate or materially adversely affect transactions contemplated by any of the Reorganized Debtors’ obligations to provide foregoing and shall reimburse such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, each of the Reorganized Debtors shall be jointly and severally liable for the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Date, the Indemnification Provisions shall be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, the Reorganized Debtors shall have no obligation to indemnify any Person Indemnified Persons for any contributions made by such Personreasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or on such Person’s behalf, to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided pursuant to this Plan. The New Property Entities’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect defending any of the New Property Entities’ obligations foregoing; provided that the foregoing indemnification will not apply to provide Losses to the extent that they resulted from (a) any breach by such Indemnified Person of this Agreement, (b) gross negligence or willful misconduct on the part of such Indemnified Person or (c) statements or omissions in the Rights Offering Registration Statement, any Preliminary Rights Offering Prospectus, the Rights Offering Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto made in reliance upon or in conformity with information relating to such Indemnified Person furnished to the Company in writing by or on behalf of such Indemnified Person expressly for use in the Rights Offering Registration Statement, any Rights Offering Preliminary Prospectus, the Rights Offering Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto. If for any reason the foregoing indemnification rights is unavailable to any Indemnified Person (except as set forth in the proviso to the immediately preceding section) or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding Indemnified Person as a result of such Losses in such proportion as is appropriate to reflect not only the foregoing, nothing shall impair relative benefits received by the ability Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the New Property Entities Indemnifying Party on the one hand and such Indemnified Person on the other hand as well as any relevant equitable considerations. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 5 shall be in addition to modify any liability that the indemnification obligations (whether in Indemnifying Party may otherwise have to an Indemnified Person and shall bind and inure to the bylawsbenefit of any successors, certificates or incorporate or formationassigns, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after heirs and personal representatives of the Effective DateIndemnifying Party and any Indemnified Person.

Indemnification Provisions. On and Capitalized terms used herein without definition shall have the meanings ascribed thereto in the letter agreement dated March 29, 2006 (as of the Effective Dateamended from time to time, the “Agreement”) between Viisage Technology, Inc. and Bear, Xxxxxxx & Co. Inc. The Company agrees to indemnify and hold harmless Bear Xxxxxxx, to the fullest extent permitted by law, from and against, any and all losses, claims, damages, obligations, penalties, judgments, awards, and other liabilities (collectively, “Liabilities”), and will fully reimburse Bear Xxxxxxx for any and all fees, costs, expenses and disbursements (collectively, “Expenses”), as and when incurred, of investigating, preparing or defending any claim, action, suit, proceeding or investigation, whether or not in connection with pending or threatened litigation or arbitration, and whether or not Bear Xxxxxxx is a party (collectively, “Actions”) (including any and all legal and other Expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), arising out of or in connection with advice or services rendered or to be rendered by Bear Xxxxxxx pursuant to the Agreement, the transactions contemplated thereby or Bear Xxxxxxx’ actions or inactions in connection with any such advice, services or transactions; provided, however, such indemnity agreement shall not apply to any portion of any such Liability or Expense that is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of Bear Xxxxxxx. These Indemnification Provisions will shall be assumed in addition to any liability which the Company may otherwise have and irrevocable and will survive shall extend to the effectiveness of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnificationfollowing: The Bear Xxxxxxx Companies Inc., defenseBear, reimbursementXxxxxxx & Co. Inc., exculpationtheir respective affiliated entities, and/or limitation of liability of, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, or legal counsel, agents to and controlling persons (within the fullest extent permitted by law and at least to the same extent as the organizational documents of each meaning of the respective Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the Reorganized Debtors will amend and/or restate their respective governance documents before or after the Effective Date federal securities laws). All references to terminate or materially adversely affect any of the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, each of the Reorganized Debtors shall be jointly and severally liable for the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Date, the Bear Xxxxxxx in these Indemnification Provisions shall be binding understood to include any and enforceable all of the foregoing. If any Action is commenced as to which Bear Xxxxxxx proposes to demand indemnification hereunder, it shall notify the Company with reasonable promptness; provided, however, that any failure by Bear Xxxxxxx to notify the Company shall not relieve the Company from its obligations hereunder. Bear Xxxxxxx shall have the right to retain counsel of its own choice to represent it, and the Company shall pay the Expenses of such counsel; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against Bear Xxxxxxx made with the Reorganized DebtorsCompany’s written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of Bear Xxxxxxx, settle or compromise any claim, or permit a default or consent to the entry of any judgment, in any Action in respect of which indemnification may be sought hereunder. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these Indemnification Provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company, on the one hand, and Bear Xxxxxxx, on the other hand, shall contribute to the Liabilities and Expenses to which the indemnified persons may be subject in accordance with the relative benefits received by the Company, on the one hand, and Bear Xxxxxxx, on the other hand, and also the relative fault of the Company, on the one hand, and Bear Xxxxxxx, on the other hand, in connection with the statements, acts or omissions which resulted in such Liabilities and Expenses. The Company agrees for purposes of this paragraph that the relative benefits to the Company and Bear Xxxxxxx of any contemplated Transaction (whether or not consummated) shall be deemed to be in the same proportion as the total value paid or issued or contemplated to be paid or issued to or by the Company or its shareholders in connection with such Transaction bears to the fees paid or payable to Bear Xxxxxxx under the Agreement. Notwithstanding the foregoing, the Reorganized Debtors Bear Xxxxxxx shall have no obligation not be obligated to indemnify contribute any Person for any contributions made by such Person, or on such Person’s behalf, to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided amount pursuant to this Plan. The New Property Entities’ governance documents shall provide for paragraph that exceeds the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement amount of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions previously received by Bear Xxxxxxx pursuant to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective DateAgreement.

Indemnification Provisions. On Borrower hereby covenants and as agrees, at its sole cost and expense, to indemnify, protect, defend and save harmless each and every Indemnitee from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, actions, proceedings, costs, disbursements and/or expenses (including, without limitation attorneys', consultants' and experts' fees, expenses and disbursements) of any kind or nature whatsoever by whomever asserted which may at any time be imposed upon, incurred by or asserted or awarded against any Indemnitee relating to, resulting from or arising out of the Effective Datepast, present or future (a) use of the Premises for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site or for military, manufacturing or industrial purposes, (b) presence of any Hazardous Substances or a Release or the threat of a Release on, at or from the Premises, (c) appropriate investigative, containment, removal, clean up and other remedial actions with respect to a Release or the threat of any Release on, at or from the Premises, (d) human exposure to any Hazardous Substance or nuisances of whatever kind to the extent the same arise from the condition of the Premises or the ownership, use, operation, sale, transfer or conveyance thereof, (e) violation of any applicable Environmental Law, (f) non-compliance with any Environmental Permit or (g) material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement or arising out of Lender's exercise of any of its rights under this Agreement (collectively, the Indemnification Provisions will "Indemnified Matters"). 8 The liability of Borrower to each Indemnitee hereunder shall in no way be assumed and irrevocable and will survive the effectiveness limited, abridged, impaired or otherwise affected by (i) any amendment or modification of the Plan and the Reorganized Debtors’ governance documents shall provide Loans Documents by or for the indemnification, defense, reimbursement, exculpation, and/or limitation benefit of liability of, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, Borrower or agents to the fullest extent permitted by law and at least to the same extent as the organizational documents of each any subsequent owner of the respective Debtors on the Petition DatePremises, against (ii) any claims extensions of time for payment or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the Reorganized Debtors will amend and/or restate their respective governance documents before or after the Effective Date to terminate or materially adversely affect performance required by any of the Reorganized Debtors’ obligations to provide such indemnification rights Loans Documents, (iii) any extensions of time for payment or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, each performance required by any of the Reorganized Debtors shall be jointly and severally liable for Loans Documents, (iv) the foregoing obligations to provide such indemnification rights or such directors’release of Borrower, officers’, employees’, or agents’ indemnification rights. Entry any guarantor of the Confirmation Order shall constitute Loans or any other person from the Bankruptcy Court’s approval performance or observance of any of the Debtors’ foregoing assumption of each agreements, covenants, terms or conditions contained in any of the Indemnification Provisions. Notwithstanding anything to agreements, covenants, terms or provisions of the contrary contained hereinLoans Documents, (1v) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed exculpatory provision contained in any of the Loans Documents limiting Lender's recourse to property encumbered by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Date, the Indemnification Provisions shall be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, the Reorganized Debtors shall have no obligation to indemnify any Person for any contributions made by such Person, or on such Person’s behalf, to the Debtors Mortgage or to any Holder other security or limiting Lender's rights to a deficiency judgment against Borrower, (vi) any applicable statute of limitations, (vii) any investigation or inquiry conducted by or on the behalf of Lender or any other Indemnitee or any information which Lender or any other Indemnitee may have or obtain with respect to the environmental or ecological condition of the Premises (viii) the sale, assignment or foreclosure of the Note or the mortgage, (ix) the sale, transfer, conveyance or lease of all or part of the Premises, (x) the dissolution or liquidation of Borrower, (xi) the death or legal incapacity of any Claim Borrower, (xii) the release or Interests as consideration for discharge, in whole or in part, of any releases provided pursuant to Borrower in any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding or (xiii) any other circumstances which might otherwise constitute a legal or equitable release or discharge, in whole or in part, of Borrower under the Note, the Mortgage or under this PlanAgreement. The New Property Entities’ governance documents shall provide indemnification agreement contained herein is wholly independent of and in addition to any indemnification agreement heretofore given to Lender or any other Indemnitee as part of the application process for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective DateLoans.

Indemnification Provisions. On and as of the Effective Date, the Indemnification Provisions will be assumed and irrevocable and will survive the effectiveness of the Plan Plan, and the Reorganized Debtors’ governance documents shall New Corporate Governance Documents will provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, to the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, or employees and agents to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the respective Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none unasserted occurring before the Effective Date. None of the Debtors, or the Reorganized Debtors Debtors, as applicable, will amend and/or restate their respective governance documents before or after the Effective Date to terminate amend, augment, terminate, or materially adversely affect any of the Debtors’ or the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agentsequityholders’ indemnification rights; provided that, for the avoidance of doubt, each of the Reorganized Debtors shall be jointly and severally liable for the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed On and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Date, any of the Indemnification Provisions Debtors’ indemnification obligations with respect to any contract or agreement that is the subject of or related to any litigation against the Debtors or Reorganized Debtors, as applicable, shall be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, assumed by the Reorganized Debtors shall have no obligation to indemnify any Person for any contributions made and otherwise remain unaffected by such Person, or on such Person’s behalf, to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided pursuant to this Plan. The New Property Entities’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective DateChapter 11 Cases.

Indemnification Provisions. On 1.1 Indemnitor shall indemnify and as hold harmless Petro Holdings, Petro Operating, Xxxxx, Xxxxx Holdings Financial, Petro Distributing, Petro Financial, and any other party liable for the Debt Obligations, and their respective legal representatives, successors, assigns, subsidiaries and past and present officers, directors, partners, agents and employees (collectively, the “Indemnified Parties”), from and against any and all claims, causes of action, liabilities, obligations, losses, costs, damages and expenses (including reasonable attorneys’ fees) suffered or incurred by any of the Effective DateIndemnified Parties, of whatever kind, nature or character, whether arising before or after the Indemnification Provisions will be assumed and irrevocable and will survive the effectiveness date of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability ofthis Agreement, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, whether known or agents to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the respective Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivativeunknown, liquidated or unliquidated, fixed or contingent, disputed arising from any loan, assumption, guaranty or undisputedother agreement executed by any Indemnified Party or by reason of operation of law, matured in connection with the Debt Obligations and the liabilities thereunder, including, but not limited to, the liability of any Indemnified Party who may be a subrogee with respect to the Debt Obligations (defined collectively as the “Indemnified Claims”), in an amount equal to $3,050,000, or unmaturedsuch greater or lesser amount as specified in Paragraph 1.2, known below (with the foregoing amount hereinafter referred to as the “Indemnified Amount”); provided, however, the indemnity and hold harmless provided hereunder shall not relieve the Indemnified Parties from making regular interest and principal payments on and otherwise satisfying all obligations with respect to the Debt Obligations until (i) an Event of Default or unknownDefault (as defined in the instruments giving rise to and governing the repayment of the applicable Debt Obligations) has occurred in connection with one or more of the Debt Obligations which remains uncured and/or is not otherwise waived, foreseen or unforeseen, asserted or unasserted(ii) all amounts owing on the Debt Obligations in default become immediately due and payable, and none (iii) all real and personal property, if any, liable for or securing the Debt Obligations in default has been exhausted or otherwise disposed of to satisfy the Reorganized Debtors will amend and/or restate their respective governance documents before or after Debt Obligations. The Indemnified Amount payable hereunder shall be paid to the Effective Date to terminate or materially adversely affect any of Indemnified Parties proportionately based on the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, Indemnified Claims incurred by each of the Reorganized Debtors shall be jointly and severally liable for Indemnified Parties over the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry total Indemnified Claims incurred by all of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Date, the Indemnification Provisions shall be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, the Reorganized Debtors shall have no obligation to indemnify any Person for any contributions made by such Person, or on such Person’s behalf, to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided pursuant to this Plan. The New Property Entities’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective DateIndemnified Parties.

Indemnification Provisions. On and as of the Effective DateXXXX agrees to indemnify, the Indemnification Provisions will defend with counsel approved in writing by COUNTY, such approval not to be assumed and irrevocable and will survive the effectiveness of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability ofunreasonably withheld, and advancement of fees hold COUNTY, its elected and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directorsappointed officials, officers, employees, servants and agents (collectively, the “COUNTY INDEMNITEES”) harmless from any claims, demands or agents liability of any kind or nature to the fullest extent permitted caused by law XXXX, including but not limited to: (A) injuries to or death of any person, including XXXX; (B) damage to any property of any kind whatsoever and at least to whomsoever belonging; (C) any sanctions, penalties, or claims of damages resulting from XXXX’x failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended; or (D) any other loss or cost, resulting from the performance of any work required of XXXX; provided, that XXXX shall not be liable to the same extent as the organizational documents of each of the respective Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the Reorganized Debtors will amend and/or restate their respective governance documents before or after the Effective Date to terminate or materially adversely affect any of the Reorganized Debtors’ obligations to provide such indemnification rights foregoing is solely caused by COUNTY or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, each of the Reorganized Debtors shall be jointly and severally liable for the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rightsany third party. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Date, the Indemnification Provisions shall be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, the Reorganized Debtors shall have no XXXX'x obligation to indemnify any Person COUNTY and the COUNTY INDEMNITEES is contingent upon: (a) COUNTY providing XXXX with prompt written notice of the claim subject to indemnity; (b) COUNTY reasonably cooperating with XXXX in the defense and settlement of such claims; and (c) COUNTY permitting XXXX to control the defense and settlement of such claims with attorneys reasonably acceptable to COUNTY. XXXX will not be obligated to indemnify COUNTY for any contributions made by such Person, or on such Person’s behalf, to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided pursuant to this Plansettlements entered into without XXXX'x prior written consent. The New Property Entities’ governance documents duty of XXXX to indemnify and save harmless as set forth herein, shall provide for include the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents duty to defend as set forth in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each Section 2778 of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective DateCalifornia Civil Code.

Indemnification Provisions. On 1.1 Indemnitor shall indemnify and as hold harmless Petro Holdings, Petro Operating, Xxxxx, Xxxxx Holdings Financial, Petro Distributing, Petro Financial, and any other party liable for the Debt Obligations, and their respective legal representatives, successors, assigns, subsidiaries and past and present officers, directors, partners, agents and employees (collectively, the “Indemnified Parties”), from and against any and all claims, causes of action, liabilities, obligations, losses, costs, damages and expenses (including reasonable attorneys’ fees) suffered or incurred by any of the Effective DateIndemnified Parties, of whatever kind, nature or character, whether arising before or after the Indemnification Provisions will be assumed and irrevocable and will survive the effectiveness date of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability ofthis Agreement, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, whether known or agents to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the respective Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivativeunknown, liquidated or unliquidated, fixed or contingent, disputed arising from any loan, assumption, guaranty or undisputedother agreement executed by any Indemnified Party or by reason of operation of law, matured in connection with the Debt Obligations and the liabilities thereunder, including, but not limited to, the liability of any Indemnified Party who may be a subrogee with respect to the Debt Obligations (defined collectively as the “Indemnified Claims”), in an amount equal to $2,300,000, or unmaturedsuch greater or lesser amount as specified in Paragraph 1.2, known below (with the foregoing amount hereinafter referred to as the “Indemnified Amount”); provided, however, the indemnity and hold harmless provided hereunder shall not relieve the Indemnified Parties from making regular interest and principal payments on and otherwise satisfying all obligations with respect to the Debt Obligations until (i) an Event of Default or unknownDefault (as defined in the instruments giving rise to and governing the repayment of the applicable Debt Obligations) has occurred in connection with one or more of the Debt Obligations which remains uncured and/or is not otherwise waived, foreseen or unforeseen, asserted or unasserted(ii) all amounts owing on the Debt Obligations in default become immediately due and payable, and none (iii) all real and personal property, if any, liable for or securing the Debt Obligations in default has been exhausted or otherwise disposed of to satisfy the Reorganized Debtors will amend and/or restate their respective governance documents before or after Debt Obligations. The Indemnified Amount payable hereunder shall be paid to the Effective Date to terminate or materially adversely affect any of Indemnified Parties proportionately based on the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, Indemnified Claims incurred by each of the Reorganized Debtors shall be jointly and severally liable for Indemnified Parties over the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry total Indemnified Claims incurred by all of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Date, the Indemnification Provisions shall be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, the Reorganized Debtors shall have no obligation to indemnify any Person for any contributions made by such Person, or on such Person’s behalf, to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided pursuant to this Plan. The New Property Entities’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective DateIndemnified Parties.

Indemnification Provisions. On and as of the Effective Date, the Indemnification Provisions will be assumed and irrevocable and will survive the effectiveness of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, or agents to To the fullest extent permitted by law applicable law, the Company (the “Indemnifying Person”) agrees that it will indemnify, defend, and at least to the same extent as the organizational documents of hold harmless each of the respective Debtors on the Petition DateIndemnified Persons from and against (i) any and all losses, against claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements and (ii) any claims or Causes of Action whether direct or derivativeand all actions, liquidated or unliquidatedsuits, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unassertedproceedings and investigations in respect thereof, and none (iii) any and all legal costs (provided, that, the obligations to reimburse any Indemnified Person for legal fees and expenses shall be limited to reasonable legal fees and expenses of one firm of counsel for all such Indemnified Persons and if necessary, of one local counsel in each appropriate jurisdiction (and, to the Reorganized Debtors will amend and/or restate their respective governance extent required by the subject matter, one specialist counsel for each such specialized area of law in each appropriate jurisdiction) and in the case of an actual or perceived conflict of interest, one counsel for such affected Indemnified Person) or other costs, expenses or disbursements in giving testimony or furnishing documents before in response to a subpoena or after otherwise (including, without limitation, the Effective Date to terminate costs, expenses and disbursements, as and when incurred, of investigating, preparing or materially adversely affect defending any such action, proceeding or investigation (whether or not in connection with litigation in which any of the Reorganized Debtors’ obligations to provide such indemnification rights Indemnified Persons is a party) and including, without limitation, any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, resulting from any act or such directors’omission of any of the Indemnified Persons), officers’directly or indirectly, employees’caused by, relating to, based upon, arising out of or agents’ indemnification rightsin connection with (a) the Transactions or (b) the Commitment Letter, the Amended and Restated Commitment Letter, the Original Commitment Letter or the Fee Letters; provided thatthat such indemnity agreement shall not apply to any portion of any such loss, for the avoidance claim, damage, obligation, penalty, judgment, award, liability, cost, expense or disbursement of doubt, each of the Reorganized Debtors shall be jointly and severally liable for the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything an Indemnified Person to the contrary contained herein, extent it is found in a final judgment by a court of competent jurisdiction (1not subject to further appeal) Confirmation shall not discharge, impair, to have resulted from the gross negligence or otherwise modify any obligations assumed by the foregoing assumption willful misconduct of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Date, the Indemnified Person. These Indemnification Provisions shall be binding and enforceable against in addition to any liability which the Reorganized DebtorsIndemnifying Person may have to the Indemnified Persons. Notwithstanding If any action, suit, proceeding or investigation is commenced, as to which any of the foregoingIndemnified Persons proposes to demand indemnification, it shall notify the Reorganized Debtors Indemnifying Person with reasonable promptness; provided that any failure by any of the Indemnified Persons to so notify the Indemnifying Person shall not relieve the Indemnifying Person from its obligations hereunder. The Indemnified Persons shall have no obligation the right to indemnify any retain counsel of their choice to represent them, and the Indemnifying Person for any contributions made by shall pay the reasonable fees, expenses, and disbursement of such Personcounsel, or on and such Person’s behalfcounsel shall, to the Debtors or to extent consistent with its professional responsibilities, cooperate with the Indemnifying Person and any Holder counsel designated by the Indemnifying Person. The Indemnifying Person shall be liable for any settlement of any Claim or Interests as consideration for any releases provided pursuant to this Plan. The New Property Entities’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, claim against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations Indemnified Persons made with its written consent, which consent shall not be unreasonably withheld. Without the prior written consent of the applicable Indemnified Person, the Indemnifying Person shall not settle or compromise any claim, unless (i) such Indemnified Person and each other Indemnified Person from which such Indemnified Person could have sought indemnification or contribution has given his, her or its prior written consent or (ii) the settlement, compromise, consent or termination (A) includes an express unconditional release of all Indemnified Persons and their respective affiliates from all losses, claims, damages, expenses and liabilities, directly or indirectly, arising out of, relating to, resulting from or otherwise in connection with such claim, (B) does not include any statements as to or any findings (or admissions) of fault, culpability or failure to act by or on behalf of any Indemnified Person and (C) is paid by the Indemnifying Person in cash. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these Indemnification Provisions is made but is found by a judgment of a court of competent jurisdiction (not subject to further appeal) that such indemnification rights may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Indemnifying Person, on the one hand, and the applicable Indemnified Persons, on the other hand, shall contribute to the losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements to which the applicable Indemnified Persons may be subject in accordance with the relative benefits received by the Indemnifying Person, on the one hand, and the applicable Indemnified Persons, on the other hand, and also the relative fault of the Indemnifying Person, on the one hand, and the applicable Indemnified Persons collectively and in the aggregate, on the other hand, in connection with the statements, acts or omissions which resulted in such directors’losses, officers’claims, employees’damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements and the relevant equitable considerations shall also be considered, provided, that, no Indemnified Person shall be liable for any fault, fraud, tort, or agents’ indemnification rightsbreach of any other Indemnified Person or for a claim or cause of action against such other Indemnified Person. Notwithstanding the foregoing, nothing No person found liable for a fraudulent misrepresentation shall impair the ability be entitled to contribution from any other person who is not also found liable for such fraudulent misrepresentation. Neither expiration nor termination of the New Property Entities commitment of a Commitment Party under the Commitment Letter or funding or repayment of the loans under the Credit Facility shall affect these Indemnification Provisions which shall remain operative and continue in full force and effect. No Indemnified Person shall be liable for any damages arising from the use by others of Information or other materials obtained through internet, Intralinks, SyndTrak or other similar transmission systems in connection with the Credit Facility, unless to modify the indemnification obligations extent it is found in a final non-appeable judgment by a court of competent jurisdiction (whether in not subject to further appeal) to have resulted from the bylawsgross negligence or willful misconduct of such Indemnified Person. In addition, certificates no Indemnified Person shall be responsible or incorporate liable for special, indirect, consequential, exemplary, incidental or formationpunitive damages which may be alleged as a result of this Commitment Letter or the Fee Letters and the Company, limited liability company agreementson behalf of itself and each of its affiliates, other organizational or formation documents, board resolutions, indemnification agreements, employment contractsirrevocably and unconditionally waives any right to seek such damages for any claim that may be alleged as a result of any breach, or otherwise) arising after as a result, of this Commitment Letter or any element of the Effective Date.transactions contemplated hereby. ANNEX B

Indemnification Provisions. On Each party (the "Indemnitor") hereunder shall indemnify and hold harmless the other (the "Indemnitee") against and from all claims, liabilities, suits, damages, costs (including without limitation, reasonable attorneys' fees, disbursements and court costs) that Indemnitee may suffer, incur or be subjected to by reason of any legal action, arbitration or other claim by a third party (including without limitation any action by any governmental agency or instrumentality of any kind) arising out of or as a result of the Effective Datea breach of any of Indemnitor's representations, the Indemnification Provisions will be assumed and irrevocable and will survive the effectiveness of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employeeswarranties, or agents to agreements hereunder; provided that (a) the fullest extent permitted by law and at least to Indemnitor is promptly notified in writing of such claim or suit (provided, however, that the same extent as the organizational documents of each of the respective Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the Reorganized Debtors will amend and/or restate their respective governance documents before or after the Effective Date to terminate or materially adversely affect any of the Reorganized Debtors’ obligations failure to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for notice shall only excuse the avoidance of doubt, each of the Reorganized Debtors shall be jointly Indemnitor from its obligations hereunder if and severally liable for the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything then to the contrary contained hereinextent it is prejudiced by such failure), (1b) Confirmation the Indemnitor shall not discharge, impair, or otherwise modify have the sole control of any obligations assumed by the foregoing assumption of the Indemnification Provisionsdefense and/or settlement thereof, (2c) each the Indemnitee furnishes to the Indemnitor, on request, information available to the Indemnitee for such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Fileddefense, and (3d) the Indemnitee reasonably cooperates in any defense and/or settlement thereof as long as the Indemnitor pays all of the Effective DateIndemnitee's reasonable out of pocket expenses and attorneys' fees. The Indemnitee shall not admit any such claim without prior consent of the Indemnitor and the Indemnitor shall not enter into any settlement or compromise, which would require the Indemnitee to make any payment or bear any obligation other than those set forth herein, without the Indemnitee's prior written consent. An Indemnitor's obligation under this Section 9 shall not affect the other party's rights to seek any other remedy upon a default by the Indemnitor under this Agreement. All sums payable by the Indemnitor in accordance with this Section 9 shall be paid without any deduction, withholding, counterclaim or set-off. If any taxes are required to be paid by the Indemnitee on any payments made to such party by the Indemnitor under this Section 9, the Indemnification Provisions Indemnitee shall be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, the Reorganized Debtors shall have no obligation to indemnify any Person for any contributions made by such Person, or on such Person’s behalf, give prompt notice to the Debtors or to any Holder Indemnitor of any Claim or Interests as consideration for any releases provided pursuant to this Plansuch required tax payment and shall provide the Indemnitor with reasonable documentation of such requirement. The New Property Entities’ governance documents Indemnitor shall provide for then promptly pay such additional amounts as may be necessary to ensure that the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, net amount actually received by the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to Indemnitee shall not be less than the fullest extent permitted by law and at least to amount the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide Indemnitee would have received had such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective Datetax payment not been required.

Indemnification Provisions. On and In connection with the engagement of Maxim Group LLC (the “Placement Agent”) by Castor Maritime Inc. (the “Company”) pursuant to a placement agency agreement dated as of the Effective Datedate hereof, between the Company and the Placement Agent, as it may be amended from time to time in writing (the “Agreement”), the Indemnification Provisions will be assumed and irrevocable and will survive Company hereby agrees as follows: 1. To the effectiveness of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses toextent permitted by law, the Debtors’ Company will indemnify the Placement Agent and the Reorganized Debtors’ current and former its affiliates, directors, officers, employeesemployees and controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or agents Section 20 of the Securities Exchange Act of 1934) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to the fullest extent permitted by law and at least Agreement, except, with regard to the same Placement Agent, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from the Placement Agent’s willful misconduct or gross negligence in performing the services described herein, as the organizational documents case may be. 2. Promptly after receipt by the Placement Agent of each notice of any claim or the commencement of any action or proceeding with respect to which the Placement Agent is entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or of the respective Debtors commencement of such action or proceeding, and the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to the Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Placement Agent will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for the Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and the Placement Agent. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the Placement Agent, which will not be unreasonably withheld. 3. The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by the Agreement. 4. If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute to the amount paid or payable by the Placement Agent, as the case may be, as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unassertedone hand, and none the Placement Agent on the other, but also the relative fault of the Reorganized Debtors will amend and/or restate their respective governance documents before Company on the one hand and the Placement Agent on the other that resulted in such losses, claims, damages or after the Effective Date liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to terminate or materially adversely affect any of the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, each of the Reorganized Debtors shall be jointly and severally liable for the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation above shall be deemed to include any legal or other fees and treated as an Executory Contract that has been assumed expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Debtors Placement Agent under the Plan Agreement (excluding any amounts received as reimbursement of expenses incurred by the Placement Agent). Very truly yours, MAXIM GROUP LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Investment Banking Address for notice: 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxx, General Counsel Email: xxxxxxx@xxxxxxxx.xxx Accepted and Agreed to which no Proof of Claim need be Filed, and (3) as of the Effective Datedate first written above: CASTOR MARITIME INC. By: /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Chief Executive Officer Address for notice: Castor Maritime Inc. 000 Xxxxxxxxxxxxx Xxxxxxxxxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxxx 0000 Xxxxxxxx, the Indemnification Provisions shall be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoingXxxxxx Email: xxxxxxxxx@xxxxxxxxxxxxxx.xxx Pursuant to April 5, the Reorganized Debtors shall have no obligation to indemnify any Person for any contributions made by such Person, or on such Person’s behalf, to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided pursuant to this Plan. The New Property Entities’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective Date.2021 Placement Agency Agreement

Indemnification Provisions. On and Capitalized terms used herein without definition shall have the meanings ascribed thereto in the letter agreement dated September 8, 2006 (as of the Effective Dateamended from time to time, the Indemnification Provisions will be assumed "Agreement") among Trian Fund Management, L.P., Sandell Asset Management Corp. and irrevocable Bear, Stearns & Co. Inc. Each of Xxxxx and will survive Sandell agrees, severally axx xxx jointly, subject to the effectiveness of the Plan provisions set forth herein, to indemnify and the Reorganized Debtors’ governance documents shall provide for the indemnificationhold harmless Bear Stearns, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, or agents to the fullest extent permitted by law law, from and at least against xxx xxx all losses, claims, damages, obligations, penalties, judgments, awards, and other liabilities (collectively, "Liabilities"), and will fully reimburse Bear Stearns for any and all fees, costs, expenses and disbursements (coxxxxxxxely, "Expenses"), as and when incurred, of investigating, preparing or defending any claim, action, suit, proceeding or investigation, whether or not in connection with pending or threatened litigation or arbitration, and whether or not Bear Stearns is a party (collectively, "Actions") (including any and axx xxxxl and other Expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), arising out of or in connection with advice or services rendered or to be rendered by Bear Stearns pursuant to the same extent as Agreement, the organizational documents transactions contemplated xxxxxby or Bear Stearns' actions or inactions in connection with any such advice, xxxxxxes or transactions; provided, however, such indemnity agreement shall not apply to any portion of each any such Liability or Expense that resulted from the gross negligence, willful misconduct or bad faith of the respective Debtors on the Petition Date, against Bear Stearns. The parties acknowledge and agree that any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, indemnity and none of the Reorganized Debtors will amend and/or restate their respective governance documents before or after the Effective Date to terminate or materially adversely affect any of the Reorganized Debtors’ rxxxxxxxement obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, each of the Reorganized Debtors hereunder shall be jointly borne severally by Trian and severally liable for the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rightsSandell in accordance with their Pro Rata Percentages. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Date, the Indemnification These Indexxxxxxxtion Provisions shall be binding in addition to any liability that Trian and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, the Reorganized Debtors Sandell may otherwise have and shall have no obligation to indemnify any Person for any contributions made by such Person, or on such Person’s behalf, extend to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided pursuant to this Plan. following: The New Property Entities’ governance documents shall provide for the indemnificationBexx Xxxxrns Companies Inc., defenseBear, reimbursement, exculpation, and/or limitation of liability ofStearns & Co. Inc., and advancement of fees and expenses totheir xxxxxctive affiliated entities, the New Property Entities’ directorsxxxxxxors, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws). All references to Bear Stearns in these Indemnification Provisions shall be understoox xx xxclude any and all of the foregoing. If any Action is commenced as to which Bear Stearns proposes to demand indemnification hereunder, it shall xxxxxx the Trian Group with reasonable promptness; provided, however, that any failure by Bear Stearns to notify the Trian Group shall not relieve the Trian Groux xxxx its obligations hereunder except to the extent that such failure so to notify the Trian Group materially prejudices the Trian Group's rights. Trian may assume, at the expense of Trian and Sandell (borne in accordance with their Pro Rata Percentages), the xxxxxxe of any Action exercisable upon written notice to Bear Stearns within 15 days of notice by Bear Stearns provided pursuant xx xxx preceding sentence, and such dexxxxx shall be conducted by counsel chosen by Trian and reasonably satisfactory to Bear Stearns; provided, however, that if (i) Trian shall fail to assume sxxx xxxense or agents employ counsel reasonably satisfactory to Bear Stearns as soon as reasonably practicable after assuming such xxxxxxe, (ii) in the reasonable opinion of counsel to Bear Stearns, the use of counsel chosen by Trian to represent Bear Stexxxx xould present such counsel with a conflict of interest, (xxx) Xxian authorizes Bear Stearns to employ separate counsel at the Trian Group's expense (borxx xx xccordance with their Pro Rata Percentages) or (iv) Bear Stearns shall have been advised by its counsel that there may be legxx defenses available to Bear Stearns that are different from or additional to those availablx xx xxe Trian Group and that in the reasonable opinion of such counsel are sufficient to make it undesirable for the same counsel to represent both Bear Stearns and the Trian Group, then Bear Stearns shall have the right xx xxxxoy one separate firm of outside xxxxxel in any such Action, such counsel shall have the right to have charge of such matters for Bear Stearns and the Trian Group shall not be entitled to assume the defexxx xx such Action on behalf of Bear Stearns, and in such event the reasonable fees and expenses of sxxx xxxnsel shall be borne by the Trian Group (in accordance with their Pro Rata Percentages). Neither Trian nor Sandell shall be liable for any settlement of any claim against Xxxx Xtearns unless it is made with each of Trian's and Sandell's prxxx xxitten consent, which consent shall not be xxxxxxxxxbly withheld. Neither Trian nor Sandell shall settle or compromise any claim, or permit a default xx xonsent to the entry of any judgment, in any Action in respect of their post-Effective Date actions which indemnification may be sought hereunder without the prior written consent of Bear Stearns, which consent shall not be unreasonably withheld, if txx xxxxlement, compromise, default or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents consent includes an express unconditional release of each Bear Stearns from all Liabilities arising out of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective DateAction.

Indemnification Provisions. On Capitalized terms used herein shall have the meanings set forth in the sixth amended and as of restated commitment letter, dated October 2, 2009 (the Effective Date“Sixth Amended and Restated Commitment Letter”) addressed to Symphony Technology Group (the “Indemnifying Party”) from Xxxxx Fargo Foothill, the Indemnification Provisions will be assumed LLC (“WFF”) and irrevocable and will survive the effectiveness of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, or agents to CapitalSource Bank (“CapSource”). To the fullest extent permitted by law applicable law, Indemnifying Party agrees that it will indemnify, defend, and at least to the same extent as the organizational documents of hold harmless each of the respective Debtors on the Petition DateIndemnified Persons from and against (i) any and all losses, against claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, (ii) any claims or Causes of Action whether direct or derivativeand all actions, liquidated or unliquidatedsuits, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unassertedproceedings and investigations in respect thereof, and none (iii) any and all legal or other costs, expenses or disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of the Reorganized Debtors will amend and/or restate their respective governance documents before investigating, preparing or after the Effective Date to terminate defending any such action, proceeding or materially adversely affect investigation (whether or not in connection with litigation in which any of the Reorganized Debtors’ obligations to provide such indemnification rights Indemnified Persons is a party) and including, without limitation, any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, resulting from any negligent act or such directors’omission of any of the Indemnified Persons), officers’directly or indirectly, employees’caused by, relating to, based upon, arising out of or in connection with (a) the Transaction, (b) the Original Commitment Letter, the Amended and Restated Commitment Letter, the Second Amended and Restated Commitment Letter, the Third Amended and Restated Commitment Letter, the Fourth Amended and Restated Commitment Letter, the Fifth Amended and Restated Commitment Letter, the Sixth Amended and Restated Commitment Letter or the Facility, or agents’ indemnification rights; provided that(c) any untrue statement or alleged untrue statement of a material fact contained in, for or omissions or alleged omissions in, information furnished by Indemnifying Party or Company, or any of their subsidiaries or affiliates, or any other person in connection with the avoidance Transaction, the Original Commitment Letter, the Amended and Restated Commitment Letter, the Second Amended and Restated Commitment Letter, the Third Amended and Restated Commitment Letter, the Fourth Amended and Restated Commitment Letter, the Fifth Amended and Restated Commitment Letter, or the Sixth Amended and Restated Commitment Letter, provided, however, such indemnity agreement shall not apply to any portion of doubtany such loss, each claim, damage, obligation, penalty, judgment, award, liability, cost, expense or disbursement to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Reorganized Debtors shall be jointly and severally liable for the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rightsIndemnified Persons. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Date, the These Indemnification Provisions shall be binding in addition to any liability which any Indemnifying Party may have to the Indemnified Persons. If any action, suit, proceeding or investigation is commenced, as to which any of the Indemnified Persons proposes to demand indemnification, it shall notify the Indemnifying Parties with reasonable promptness, provided, however, that any failure by any of the Indemnified Persons to so notify any Indemnifying Party shall not relieve any Indemnifying Party from its obligations hereunder. WFF, on behalf of WFF and enforceable its Indemnified Persons, shall have the right to retain counsel of its choice to represent WFF and its Indemnified Persons. CapSource, on behalf of CapSource and its Indemnified Persons, shall have the right to retain counsel of its choice to represent CapSource and its Indemnified Persons. Each Indemnifying Party shall pay the fees, expenses and disbursements of such counsel, and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Parties. Each Indemnifying Party shall be liable for any settlement of any claim against any of the Reorganized DebtorsIndemnified Persons made with its written consent, which consent shall not be unreasonably withheld. Without the prior written consent of WFF, none of WFF’s Indemnifying Parties shall settle or compromise any claim, permit a default or consent to the entry of any judgment in respect thereof. Without the prior written consent of CapSource, none of CapSource’s Indemnifying Parties shall settle or compromise any claim, permit a default or consent to the entry of any judgment in respect thereof. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these Indemnification Provisions is made but is found by a judgment of a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provided for indemnification in such case, then each Indemnifying Party, on the one hand, and the Indemnified Persons, on the other hand, shall contribute to the losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements to which the Indemnified Persons may be subject in accordance with the relative benefits received by each Indemnifying Party, on the one hand, and the Indemnified Persons, on the other hand, and also the relative fault of the Indemnifying Party, on the one hand, and the Indemnified Persons collectively and in the aggregate, on the other hand, in connection with the statements, acts or omissions which resulted in such losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements and the relevant equitable considerations shall also be considered. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any other person who is not also found liable for such fraudulent misrepresentation. Notwithstanding the foregoing, the Reorganized Debtors shall have no obligation to indemnify any Person for any contributions made by such Person, or on such Person’s behalf, to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided pursuant to this Plan. The New Property Entities’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities Indemnified Persons shall amend and/or restate their respective governance documents before be obligated to contribute any amount hereunder that exceeds the Effective Date amount of fees previously received by such Indemnified Person pursuant to terminate the Sixth Amended and Restated Commitment Letter. Neither expiration or materially adversely affect any termination of either or both of the New Property EntitiesLenders’ obligations to provide such indemnification rights commitments under the Sixth Amended and Restated Commitment Letter nor funding or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability repayment of the New Property Entities to modify loans under the indemnification Facilities shall affect these Indemnification Provisions which shall remain operative and in full force and effect. All obligations (whether and liabilities of the Indemnifying Parties under these Indemnification Provisions shall be in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective Dateall respects joint and several.

Indemnification Provisions. On 1.1 Indemnitor shall indemnify and as hold harmless Petro Holdings, Petro Operating, Xxxxx, Xxxxx Holdings Financial, Petro Distributing, Petro Financial, and any other party liable for the Debt Obligations, and their respective legal representatives, successors, assigns, subsidiaries and past and present officers, directors, partners, agents and employees (collectively, the “Indemnified Parties”), from and against any and all claims, causes of action, liabilities, obligations, losses, costs, damages and expenses (including reasonable attorneys’ fees) suffered or incurred by any of the Effective DateIndemnified Parties, of whatever kind, nature or character, whether arising before or after the Indemnification Provisions will be assumed and irrevocable and will survive the effectiveness date of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability ofthis Agreement, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, whether known or agents to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the respective Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivativeunknown, liquidated or unliquidated, fixed or contingent, disputed arising from any loan, assumption, guaranty or undisputedother agreement executed by any Indemnified Party or by reason of operation of law, matured in connection with the Debt Obligations and the liabilities thereunder, including, but not limited to, the liability of any Indemnified Party who may be a subrogee with respect to the Debt Obligations (defined collectively as the “Indemnified Claims”), in an amount equal to $58,400,000, or unmaturedsuch greater or lesser amount as specified in Paragraph 1.2, known below (with the foregoing amount hereinafter referred to as the “Indemnified Amount”); provided, however, the indemnity and hold harmless provided hereunder shall not relieve the Indemnified Parties from making regular interest and principal payments on and otherwise satisfying all obligations with respect to the Debt Obligations until (i) an Event of Default or unknownDefault (as defined in the instruments giving rise to and governing the repayment of the applicable Debt Obligations) has occurred in connection with one or more of the Debt Obligations which remains uncured and/or is not otherwise waived, foreseen or unforeseen, asserted or unasserted(ii) all amounts owing on the Debt Obligations in default become immediately due and payable, and none (iii) all real and personal property, if any, liable for or securing the Debt Obligations in default has been exhausted or otherwise disposed of to satisfy the Reorganized Debtors will amend and/or restate their respective governance documents before or after Debt Obligations. The Indemnified Amount payable hereunder shall be paid to the Effective Date to terminate or materially adversely affect any of Indemnified Parties proportionately based on the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, Indemnified Claims incurred by each of the Reorganized Debtors shall be jointly and severally liable for Indemnified Parties over the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry total Indemnified Claims incurred by all of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Date, the Indemnification Provisions shall be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, the Reorganized Debtors shall have no obligation to indemnify any Person for any contributions made by such Person, or on such Person’s behalf, to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided pursuant to this Plan. The New Property Entities’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective DateIndemnified Parties.

Indemnification Provisions. On Capitalized terms used herein without definition will have the meanings ascribed thereto in the amended and restated letter agreement, dated as of the Effective DateOctober 15, 2020 (as amended from time to time), by and between 100 XXXX XXXXXX LLC and Independent Brokerage Solutions LLC, f/k/a SDDco Brokerage Advisors LLC, Member: FINRA/SIPC, a New York limited liability company (“IndeBrokers”). As used in these Indemnification Provisions, the Indemnification Provisions term “IndeBrokers” will be assumed deemed to refer to and irrevocable include each of IndeBrokers and will survive its affiliates, and each of their respective controlling persons (within the effectiveness meaning of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnificationUS federal securities laws), defensestockholders, reimbursementmembers, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, managers, employees, or agents consultants, legal counsel, representatives and agents, and each of the respective heirs, successors, and assigns of each of the foregoing. The Company hereby agrees to (a) indemnify and hold harmless IndeBrokers, to the fullest extent permitted by law law, from and at least against any and all losses, claims, damages, obligations, penalties, judgments, awards and other liabilities (whether direct, joint and several, or otherwise) as and when incurred by IndeBrokers (collectively, “Liabilities”) and (b) fully reimburse IndeBrokers for any and all fees, costs, expenses, and disbursements (in all such cases, whether legal or otherwise) as and when incurred by IndeBrokers (collectively, “Expenses”), including but not limited to those of investigating, preparing for (including, without limitation, preparing, reviewing, or furnishing documents), participating in, defending against, or giving testimony with respect to any private, regulatory, self-regulatory, or governmental requests, inquiries, investigations, actions, claims, interrogatories, subpoenas, suits, litigation, proceedings, or injunctions, whether or not in connection with any threatened or actual litigation, arbitration, or other dispute resolution process and whether or not IndeBrokers is a direct party thereto (collectively, “Actions”), in the same extent as the organizational documents case of each of the respective Debtors on the Petition Dateforegoing clauses (a) and (b) whether directly or indirectly caused by, against any claims relating to, based upon, arising out of, or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the Reorganized Debtors will amend and/or restate their respective governance documents before or after the Effective Date to terminate or materially adversely affect in connection with any of the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, each of the Reorganized Debtors shall be jointly and severally liable for the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, following: (1) Confirmation shall not discharge, impairany advice or services requested of, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisionsrendered, or to be rendered by, IndeBrokers pursuant to this Agreement, (2) each any actions or inactions by IndeBrokers with respect to this Agreement, (3) any financing or other transaction or (4) the determination and enforcement by IndeBrokers of its rights pursuant to this Agreement (including, without limitation, these Indemnification Provisions); provided, however, such obligation shall be deemed indemnification agreement will not apply to any portion of any such Liability or Expense that is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and treated as an Executory Contract that has been assumed by directly from the Debtors under the Plan fraud, gross negligence, or willful misconduct of IndeBrokers. If any Action is commenced as to which no Proof IndeBrokers proposes to demand indemnification hereunder, it will notify the Company with reasonable promptness; provided, however, that any failure by IndeBrokers to notify the Company will not relieve the Company from its obligations hereunder. IndeBrokers will have the right to retain legal counsel of Claim need be Filedits own choice to represent it, and the Company will pay the Expenses of such legal counsel; and such legal counsel will, to the extent it believes consistent with its professional responsibilities, cooperate with the Company and any legal counsel designated by the Company. The Company will be liable for any settlement of any claim against IndeBrokers made with the Company’s written consent, which consent will not be unreasonably withheld, delayed, or conditioned. The Company will not, without the prior written consent of IndeBrokers, (3a) as settle or compromise any claim, (b) permit a default or (c) consent to any settlement or other such agreement or the entry of any judgment, in all of the Effective Dateforegoing cases, in connection with or related to any Action with respect to which indemnification or contribution may be sought hereunder (whether or not IndeBrokers is an actual or potential party to such Action). 100 XXXX XXXXXX LLC Amended and Restated Engagement Letter October 15, 2020 IndeBrokers, on the Indemnification Provisions shall other hand, will contribute to the Liabilities and Expenses to which the indemnified persons may be binding subject (a) in accordance with the relative benefits received (or anticipated to be received) by the Company, on the one hand, and enforceable against IndeBrokers, on the Reorganized Debtorsother hand, in connection with IndeBrokers’ engagement hereunder or (b) if the allocation provided by clause (a) immediately above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (a), but also the relative fault of the Company, on the one hand, and IndeBrokers, on the other hand, in connection with the statements, acts or omissions which resulted in such Liabilities and Expenses. The Company agrees for purposes of this paragraph that the relative benefits to the Company and IndeBrokers of any contemplated financing or other transaction (whether or not closed) will be deemed to be in the same proportion as the total value paid, received, or issued or contemplated to be paid, received or issued to or by the Company and its stockholders, creditors, or contract counterparties in connection with such financing or other transaction bears to the fees paid or payable to IndeBrokers pursuant to this Agreement. Notwithstanding the foregoing, the Reorganized Debtors shall have no obligation IndeBrokers will not be obligated to indemnify contribute any Person for any contributions made by such Person, or on such Person’s behalf, to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided amount pursuant to this Planparagraph that exceeds the amount of fees previously received by IndeBrokers pursuant to this Agreement. Each of the Company and IndeBrokers hereby agrees that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation or by any other method which does not take into account the considerations referred to in this paragraph. The New Property Entities’ governance documents shall provide for the Company’s indemnification, defensecontribution, reimbursement, exculpationand other obligations pursuant to these Indemnification Provisions will be in addition to any liability that the Company may otherwise have, and/or limitation at common law or otherwise, to IndeBrokers and will be binding on the Company’s successors and assigns. These Indemnification Provisions will (a) apply to IndeBrokers’ engagement pursuant to this Agreement, any activities or actions of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions IndeBrokers relating to such engagement occurring prior to the fullest extent permitted by law date of this Agreement and at least any subsequent modification of or amendment to the same extent as the organizational documents this Agreement and (b) remain in full force and effect following consummation of each any Transaction and any termination or expiration of the Debtors on the Petition DateIndeBrokers’ engagement pursuant to this Agreement. 100 XXXX XXXXXX LLC Amended and Restated Engagement Letter October 15, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective Date.2020 ANNEX III

Indemnification Provisions. On 1.1 Indemnitor shall indemnify and as hold harmless Petro Holdings, Petro Operating, Xxxxx, Xxxxx Holdings Financial, Petro Distributing, Petro Financial, and any other party liable for the Debt Obligations, and their respective legal representatives, successors, assigns, subsidiaries and past and present officers, directors, partners, agents and employees (collectively, the “Indemnified Parties”), from and against any and all claims, causes of action, liabilities, obligations, losses, costs, damages and expenses (including reasonable attorneys’ fees) suffered or incurred by any of the Effective DateIndemnified Parties, of whatever kind, nature or character, whether arising before or after the Indemnification Provisions will be assumed and irrevocable and will survive the effectiveness date of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability ofthis Agreement, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, whether known or agents to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the respective Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivativeunknown, liquidated or unliquidated, fixed or contingent, disputed arising from any loan, assumption, guaranty or undisputedother agreement executed by any Indemnified Party or by reason of operation of law, matured in connection with the Debt Obligations and the liabilities thereunder, including, but not limited to, the liability of any Indemnified Party who may be a subrogee with respect to the Debt Obligations (defined collectively as the “Indemnified Claims”), in an amount equal to $2,000,000, or unmaturedsuch greater or lesser amount as specified in Paragraph 1.2, known below (with the foregoing amount hereinafter referred to as the “Indemnified Amount”); provided, however, the indemnity and hold harmless provided hereunder shall not relieve the Indemnified Parties from making regular interest and principal payments on and otherwise satisfying all obligations with respect to the Debt Obligations until (i) an Event of Default or unknownDefault (as defined in the instruments giving rise to and governing the repayment of the applicable Debt Obligations) has occurred in connection with one or more of the Debt Obligations which remains uncured and/or is not otherwise waived, foreseen or unforeseen, asserted or unasserted(ii) all amounts owing on the Debt Obligations in default become immediately due and payable, and none (iii) all real and personal property, if any, liable for or securing the Debt Obligations in default has been exhausted or otherwise disposed of to satisfy the Reorganized Debtors will amend and/or restate their respective governance documents before or after Debt Obligations. The Indemnified Amount payable hereunder shall be paid to the Effective Date to terminate or materially adversely affect any of Indemnified Parties proportionately based on the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, Indemnified Claims incurred by each of the Reorganized Debtors shall be jointly and severally liable for Indemnified Parties over the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry total Indemnified Claims incurred by all of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Date, the Indemnification Provisions shall be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, the Reorganized Debtors shall have no obligation to indemnify any Person for any contributions made by such Person, or on such Person’s behalf, to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided pursuant to this Plan. The New Property Entities’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective DateIndemnified Parties.

Indemnification Provisions. On The Company agrees to indemnify and hold harmless Xxxxxxx and its affiliates, each director, officer, employee or agent of Xxxxxxx or any of its affiliates, and each other person, if any, controlling Xxxxxxx or any of its affiliates (each of Xxxxxxx and its affiliates and such persons being an "Indemnified Person") from and against any losses, claims, damages or liabilities, and actions, including security holder actions, in respect thereof, related to or arising out of Xxxxxxx'x engagement hereunder or its role in connection herewith, and shall reimburse each Indemnified Person for all reasonable out-of-pocket expenses, including reasonable counsel fees, as they are incurred in connection with investigating, preparing for or defending any such action or claim, whether or not in connection with pending litigation in which the Indemnified Person is a party. If requested by an Indemnified Person, the Company shall advance such expenses as they are incurred, upon receipt of an undertaking by the Indemnified Person reasonably acceptable to the Company to repay such advances if it shall ultimately be determined that the Indemnified Person is not entitled to be indemnified. The Company shall not be responsible for any claims, liabilities, actions, losses, damages, costs or expenses which are finally judicially determined to have resulted from gross negligence or willful misconduct on the part of Xxxxxxx or any other Indemnified Person. The Company agrees that no Indemnified Person other than Xxxxxxx shall have any liability for losses, claims, damages, liabilities or expenses that result primarily from gross negligence or willful misconduct on the part of Xxxxxxx or any other Indemnified Person. The Company agrees that if any indemnification or reimbursement sought pursuant to this Agreement were for any reason not to be available to any Indemnified Person or insufficient to hold it harmless as and to the extent contemplated by the Agreement (except as provided in the last two sentences of the Effective Datepreceding paragraph), then the Indemnification Provisions will be assumed Company shall contribute to the amount paid or payable by such Indemnified Person in respect of losses, claims, damages and irrevocable liabilities in such proportion as is appropriate to reflect the relative benefits to the Company and will survive its stockholders on the effectiveness of one hand, and Xxxxxxx on the Plan other hand, in connection with the matters to which such indemnification or reimbursement relates and the Reorganized Debtors’ governance documents shall provide relative faults of such parties as well as any other equitable considerations. The Company and Xxxxxxx agree that it would not be just and equitable if the contribution provided for herein were determined by pro rata allocation or any other method which does not take into account the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, equitable considerations referred to above. It is agreed that the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, or agents relative benefits to the fullest extent permitted by law Company and at least its stockholders and to the same extent as the organizational documents of each of the respective Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the Reorganized Debtors will amend and/or restate their respective governance documents before or after the Effective Date Xxxxxxx with respect to terminate or materially adversely affect any of the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, each of the Reorganized Debtors shall be jointly and severally liable for the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation Xxxxxxx'x engagement shall be deemed and treated to be in the same proportion as an Executory Contract that has been assumed (i) the total Consideration actually paid or received by the Debtors under Company and its stockholders pursuant to the Plan as matters for which Xxxxxxx is engaged bears to which (ii) the fees paid to Xxxxxxx in connection with such engagement. In no Proof of Claim need event shall Xxxxxxx contribute or otherwise be Filed, and (3) as liable for an amount in excess of the Effective Date, the Indemnification Provisions aggregate amount of fees actually received by Xxxxxxx pursuant to such engagements. The Company shall be binding entitled to control the defense, settlement and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, the Reorganized Debtors shall have no obligation to indemnify any Person for any contributions made by such Person, or on such Person’s behalf, to the Debtors or to any Holder prosecution of any Claim claim, action, suit or Interests as consideration other proceeding, with legal counsel of the Company's choosing, for which the Company is providing indemnification hereunder. Xxxxxxx shall cooperate with the Company, at the cost and expense of the Company in connection with the defense, settlement and prosecution of any releases provided pursuant to this Plansuch claim, action, suit or other proceeding. The New Property Entities’ governance documents Company shall provide for not, without the indemnificationprior written consent of Xxxxxxx (which shall not be unreasonably withheld), defensesettle any pending or threatened claim or proceeding relating to or arising out of Xxxxxxx'x engagement or Transaction or Xxxxxxx'x conduct in connection therewith (whether or not any person entitled to be indemnified hereunder is a party to such claim or proceeding), reimbursement, exculpation, and/or limitation of unless such settlement includes a provision unconditionally releasing each person entitled to be indemnified hereunder from and holding each such person harmless against all liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions claims by any releasing party relating to or inactions arising out of such engagement or any transaction or conduct in connection therewith. The foregoing provision shall be in addition to the fullest extent permitted by any rights that an Indemnified Person may have at common law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective Date.. may have at common law or otherwise. Exhibit 10.4

Indemnification Provisions. On 1.1 Indemnitor shall indemnify and as hold harmless the Partnership, Petro Holdings, Petro and Petro Financial, and their respective legal representatives, successors, assigns, subsidiaries and past and present officers, directors, agents and employees, (collectively, the "Indemnified Parties") from and against any and all claims, causes of action, liabilities, obligations, losses, costs, damages and expenses (including reasonable attorneys' fees) suffered or incurred by any of the Effective DateIndemnified Parties, of whatever kind, nature or character, whether arising before or after the Indemnification Provisions will be assumed and irrevocable and will survive the effectiveness date of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability ofthis Agreement, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees, whether known or agents to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the respective Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivativeunknown, liquidated or unliquidated, fixed or contingent, disputed arising from any loan, assumption, guaranty or undisputedother agreement executed by any Indemnified Party or by reason of operation of law, matured in connection with the 1997 Debt Obligations and the liabilities thereunder, including, but not limited to, the liability of any Indemnified Party who may be a subrogee with respect to the 1997 Debt Obligations (the "Indemnified Claims"), in an amount equal to $1,270,000, or unmaturedsuch greater or lesser amount, known as specified in paragraph 1.2, below (with the foregoing amount hereinafter referred to as the "Indemnified Amount"); provided, however, the indemnity and hold harmless provided hereunder shall not relieve the Indemnified Parties from making regular interest and principal payments on and otherwise satisfying all obligations with respect to the 1997 Debt Obligations until (i) an Event of Default or unknownDefault (as defined in the instruments giving rise to and governing the repayment of the 1997 Debt Obligations) has occurred in connection with one or more of the 1997 Debt Obligations which remains uncured and/or is not otherwise waived, foreseen or unforeseen, asserted or unasserted(ii) all amounts owing on the 1997 Debt Obligations in default become immediately due and payable, and none (iii) all real and personal property, if any, liable for or securing the 1997 Debt Obligations in default has been exhausted or otherwise disposed of to satisfy the Reorganized Debtors will amend and/or restate their respective governance documents before or after 1997 Debt Obligations. The Indemnified Amount payable hereunder shall be paid to the Effective Date to terminate or materially adversely affect any of Indemnified Parties proportionately based on the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, Indemnified Claims incurred by each of the Reorganized Debtors shall be jointly and severally liable for Indemnified Parties over the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry total Indemnified Claims incurred by all of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Date, the Indemnification Provisions shall be binding and enforceable against the Reorganized Debtors. Notwithstanding the foregoing, the Reorganized Debtors shall have no obligation to indemnify any Person for any contributions made by such Person, or on such Person’s behalf, to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided pursuant to this Plan. The New Property Entities’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of their post-Effective Date actions or inactions to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Notwithstanding the foregoing, nothing shall impair the ability of the New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or incorporate or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) arising after the Effective DateIndemnified Parties.