Common use of Indemnification Clause in Contracts

Indemnification. 7.1 To the fullest extent permitted by law, the Company agrees to indemnify and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the (a) The Company agrees to indemnify and hold harmless on an after tax basis the DealerPurchaser, its Affiliates Affiliates, and their each Person, if any, who controls Purchaser, or any of its Affiliates, within the meaning of the Securities Act or the Exchange Act (each, a "Controlling Person"), and the respective directorspartners, officersagents, employees, agents officers and controlling persons Directors of Purchaser, their Affiliates and any such Controlling Person (Dealer and each such person being an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, chargesliabilities and expenses (including, tax or liabilities (or actions in respect thereof)without limitation and as incurred, whether joint or several, to which such Indemnified Party may become subject, relating to or arising out reasonable costs of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for preparing or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto thereto, provided that the Company shall not be obligated to advance such costs to any Indemnified Party other than Purchaser unless it has received from such Indemnified Party an undertaking to repay to the Company the costs so advanced if it should be determined by final judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder with respect to such costs) which may be incurred by such Indemnified Party in connection with any investigative, administrative or judicial proceeding brought or threatened that relates to or arises out of, or is in connection with any activities contemplated by any Transaction Agreement or any other services rendered in connection herewith; provided that the Company will not be responsible for any claims, liabilities, losses, damages or expenses that are determined by final judgment of a court of competent jurisdiction to result from such Indemnified Party's gross negligence, willful misconduct or bad faith. (b) If any action shall be brought against an Indemnified Party with respect to which indemnity may be sought against the Company under this Agreement, such Indemnified Party shall promptly notify the Company in writing and whether the Company, at its option, may, assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party and payment of all reasonable fees and expenses. The failure to so notify the Company shall not affect any obligations the Company may have to such Indemnified Party under this Agreement or otherwise unless the Company is materially adversely affected by such failure. Such Indemnified Party shall have the right to employ separate counsel in such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless (i) the Company has failed to assume the defense and employ counsel or (ii) the named parties to any such action (including any impleaded parties) include such Indemnified Party and the Company, and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company, in which case, if such Indemnified Party notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, provided, however, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the reasonable fees and expenses of more than one such firm of separate counsel, in addition to any local counsel, which counsel shall be designated by Purchaser. The Company shall not be liable for any settlement of any such action effected without the written consent of the Company (which shall not be unreasonably withheld) and the Company agrees to indemnify and hold harmless each Indemnified Party from and against any loss or liability by reason of settlement of any action effected with the consent of the Company. In addition, the Company will not, without the prior written consent of Purchaser, settle or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, action, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is initiated a party thereto) unless such settlement, compromise, consent or brought termination includes an express unconditional release of Purchaser and the other Indemnified Parties, satisfactory in form and substance to Purchaser, from all liability arising out of such action, claim, suit or proceeding. (c) If for any reason the foregoing indemnity is unavailable (otherwise than pursuant to the express terms of such indemnity) to an Indemnified Party or insufficient to hold an Indemnified Party harmless, then in lieu of indemnifying such Indemnified Party, the Company shall contribute to the amount paid or payable by such Indemnified Party as a result of such claims, liabilities, losses, damages, or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by Purchaser on the other from the transactions contemplated by this Agreement or (ii) if the allocation provided by clause (i) is not permitted under applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and Purchaser on the other, but also the relative fault of the Company and Purchaser as well as any other relevant equitable considerations. Notwithstanding the provisions of this Section 13.3, the aggregate contribution of all Indemnified Parties shall not exceed the amount of interest and fees actually received by Purchaser pursuant to this Agreement. It is hereby further agreed that the relative benefits to the Company on the one hand and Purchaser on the other with respect to the transactions contemplated hereby shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of material fact or the omission or alleged omission to state a material fact related to information supplied by the Company or by Purchaser and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (d) The indemnification, contribution and expense reimbursement obligations set forth in this Section 13.3 (i) shall be in addition to any liability the Company may have to any Indemnified Party at common law or otherwise; (ii) shall survive the termination of this Agreement and the other Transaction Agreements and the payment in full of the Convertible Debentures and (iii) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Company, as applicablePurchaser or any other Indemnified Party. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To The Company shall indemnify and hold harmless each Purchaser, the officers, directors, agents and employees of each of them, each Person who controls any such Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, the Company agrees to indemnify and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, chargesliabilities, tax or liabilities costs (or including, without limitation, reasonable attorneys' fees) and expenses (including the cost (including without limitation, reasonable attorneys’ fees) and expenses relating to an Indemnified Party’s (as defined below) actions in respect thereofto enforce the provisions of this Section 6.5) (collectively, “Losses”), whether joint or severalas incurred, to which such Indemnified Party may become subject, relating to or the extent arising out of or relating to (i) any material misrepresentation or breach of any representation or warranty made by the Company in connection with this Agreementthe Transaction Documents, including without limitationor (ii) any material breach of any covenant, under chapter 4 of part 18 agreement or obligation of the ActCompany contained in the Transaction Documents, or (iii) any claimcause of action, litigation, investigation suit or proceeding relating thereto ("Losses"), regardless of whether any of claim brought or made against such Indemnified Party and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents executed pursuant hereto by any of the Indemnified Parties. If the indemnification provided for in this Section 6.5 is a party thereto, except to the extent that any such Losses have been finally judicially determined held by a Court court of competent jurisdiction to have resulted from fraudbe unavailable to an Indemnified Party with respect to any Losses, gross negligence or willful default on then the part Indemnifying Party (as defined below), in lieu of such Indemnified Party, and to reimburse, within 30 days of a written request, each indemnifying such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigatinghereunder, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, contribute to the amount paid or payable by the such Indemnified Party as a result of Losses in such loss, claim, damage or liability. 7.2 To proportion as is appropriate to reflect the fullest extent permitted by law, relative fault of the Company will reimburse any Indemnifying Party on the one hand and of the Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to on the Company) other in connection with the investigation ofactions or omissions that resulted in such Losses as well as any other relevant equitable considerations. The Company shall notify the Purchaser promptly of the institution, preparation for threat or defense or settlement assertion of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement which the Company is obliged to make any deduction or withholding on account of any tax of any nature, aware in connection with the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchangedtransactions contemplated by this Agreement.

Indemnification. 7.1 To (a) Except as otherwise provided in this Article IX, unless disputed as set forth in Section 9.02, the Company agrees to indemnify, defend and hold harmless the Investor and its affiliates and their respective officers, directors, agents, employees, subsidiaries, partners, members and controlling persons (each, an “Investor Indemnified Party”), to the fullest extent permitted by lawlaw from and against any and all Damages directly resulting from or directly arising out of any breach of any representation or warranty, covenant or agreement by the Company in this Agreement, the Registration Rights Agreement or the Warrant; provided, however, that the Company shall not be liable under this Article IX to an Investor Indemnified Party to the extent that such Damages resulted or arose from the breach by an Investor Indemnified Party of any representation, warranty, covenant or agreement of an Investor Indemnified Party contained in this Agreement, the Registration Rights Agreement or the Warrant or the gross negligence, recklessness, willful misconduct or bad faith of an Investor Indemnified Party. The parties intend that any Damages subject to indemnification pursuant to this Article IX will be net of insurance proceeds (which the Investor Indemnified Party agrees to indemnify use commercially reasonable efforts to recover). Accordingly, the amount which the Company is required to pay to any Investor Indemnified Party hereunder (a “Company Indemnity Payment”) will be reduced by any insurance proceeds actually recovered by or on behalf of any Investor Indemnified Party in reduction of the related Damages. In addition, if an Investor Indemnified Party receives a Company Indemnity Payment required by this Article IX in respect of any Damages and subsequently receives any such insurance proceeds, then the Investor Indemnified Party will pay to the Company an amount equal to the Company Indemnity Payment received less the amount of the Company Indemnity Payment that would have been due if the insurance proceeds had been received, realized or recovered before the Company Indemnity Payment was made. (b) Except as otherwise provided in this Article IX, unless disputed as set forth in Section 9.02, the Investor agrees to indemnify, defend and hold harmless on an after tax basis the Dealer, Company and its Affiliates affiliates and their respective officers, directors, officersagents, employees, agents subsidiaries, partners, members and controlling persons (Dealer and each such person being an "each, a “Company Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof”), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by lawlaw from and against any and all Damages directly resulting from or directly arising out of any breach of any representation or warranty, covenant or agreement by the Investor in this Agreement, the Registration Right Agreement or the Warrant; provided, however, that the Investor shall not be liable under this Article IX to a Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with extent that such Damages resulted or arose from the investigation of, preparation for or defense or settlement breach by a Company Indemnified Party of any pending representation, warranty, covenant or threatened claim or any action, suit or proceeding arising therefrom, whether or not such agreement of a Company Indemnified Party contained in this Agreement, the Registration Right Agreement or the Warrant or gross negligence, recklessness, willful misconduct or bad faith of a Company Indemnified Party. The parties intend that any Damages subject to indemnification pursuant to this Article IX will be net of insurance proceeds (which the Company agrees to use commercially reasonable efforts to recover). Accordingly, the amount which the Investor is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought required to pay to any Company Indemnified Party hereunder (an “Investor Indemnity Payment”) will be reduced by any insurance proceeds theretofore actually recovered by or on behalf of any Company Indemnified Party in reduction of the Companyrelated Damages. In addition, as applicable. 7.3 If the performance if a Company Indemnified Party receives an Investor Indemnity Payment required by the Dealer this Article IX in respect of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of Damages and subsequently receives any supply of goods or services to such insurance proceeds, then the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company Indemnified Party will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, Investor an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer Investor Indemnity Payment received less the amount of VAT in addition to any net feethe Investor Indemnity Payment that would have been due if the insurance proceeds had been received, cost realized or expense, provided recovered before the Dealer is not entitled to credit the VAT incurred as input taxInvestor Indemnity Payment was made. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To (a) Except as otherwise provided in this Article IX, unless disputed as set forth in Section 9.02, the Company agrees to indemnify, defend and hold harmless the Investor and its affiliates and their respective officers, directors, agents, employees, subsidiaries, partners, members and controlling persons (each, an “Investor Indemnified Party”), to the fullest extent permitted by lawlaw from and against any and all Damages directly resulting from or directly arising out of any breach of any representation or warranty, covenant or agreement by the Company in this Agreement, the Registration Rights Agreement or the Warrant; provided, however, that the Company shall not be liable under this Article IX to an Investor Indemnified Party to the extent that such Damages resulted or arose from the breach by an Investor Indemnified Party of any representation, warranty, covenant or agreement of an Investor Indemnified Party contained in this Agreement, the Registration Rights Agreement or the Warrant or the negligence, recklessness, willful misconduct or bad faith of an Investor Indemnified Party. The parties intend that any Damages subject to indemnification pursuant to this Article IX will be net of insurance proceeds (which the Investor Indemnified Party agrees to indemnify use commercially reasonable efforts to recover). Accordingly, the amount which the Company is required to pay to any Investor Indemnified Party hereunder (a “Company Indemnity Payment”) will be reduced by any insurance proceeds actually recovered by or on behalf of any Investor Indemnified Party in reduction of the related Damages. In addition, if an Investor Indemnified Party receives a Company Indemnity Payment required by this Article IX in respect of any Damages and subsequently receives any such insurance proceeds, then the Investor Indemnified Party will pay to the Company an amount equal to the Company Indemnity Payment received less the amount of the Company Indemnity Payment that would have been due if the insurance proceeds had been received, realized or recovered before the Company Indemnity Payment was made. (b) Except as otherwise provided in this Article IX, unless disputed as set forth in Section 9.02, the Investor agrees to indemnify, defend and hold harmless on an after tax basis the Dealer, Company and its Affiliates affiliates and their respective officers, directors, officersagents, employees, agents subsidiaries, partners, members and controlling persons (Dealer and each such person being an "each, a “Company Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof”), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by lawlaw from and against any and all Damages directly resulting from or directly arising out of any breach of any representation or warranty, covenant or agreement by the Investor in this Agreement, the Registration Rights Agreement or the Warrant; provided, however, that the Investor shall not be liable under this Article IX to a Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with extent that such Damages resulted or arose from the investigation of, preparation for or defense or settlement breach by a Company Indemnified Party of any pending representation, warranty, covenant or threatened claim or any action, suit or proceeding arising therefrom, whether or not such agreement of a Company Indemnified Party contained in this Agreement, the Registration Rights Agreement or the Warrant or negligence, recklessness, willful misconduct or bad faith of a Company Indemnified Party. The parties intend that any Damages subject to indemnification pursuant to this Article IX will be net of insurance proceeds (which the Company agrees to use commercially reasonable efforts to recover). Accordingly, the amount which the Investor is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought required to pay to any Company Indemnified Party hereunder (an “Investor Indemnity Payment”) will be reduced by any insurance proceeds theretofore actually recovered by or on behalf of any Company Indemnified Party in reduction of the Companyrelated Damages. In addition, as applicable. 7.3 If the performance if a Company Indemnified Party receives an Investor Indemnity Payment required by the Dealer this Article IX in respect of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of Damages and subsequently receives any supply of goods or services to such insurance proceeds, then the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company Indemnified Party will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, Investor an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer Investor Indemnity Payment received less the amount of VAT in addition to any net feethe Investor Indemnity Payment that would have been due if the insurance proceeds had been received, cost realized or expense, provided recovered before the Dealer is not entitled to credit the VAT incurred as input taxInvestor Indemnity Payment was made. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the The Company agrees to will indemnify and hold harmless on an after tax basis the Dealer, Carlyle and its Affiliates and their respective directors, officers, employees, agents agents, representatives, members and controlling persons affiliates (Dealer and each such person being an "“Indemnified Party"”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, costs, expenses, claims, damages, charges, tax or damages and liabilities (or actions in respect thereof), whether joint or several, the “Liabilities”) to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, subject under chapter 4 of part 18 of the Actany applicable law, or any claimclaim made by any third party, litigationor otherwise, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined they relate to or arise out of the performance of the Services contemplated by a Court this Agreement or the engagement of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified PartyCarlyle pursuant to, and to reimbursethe performance by Carlyle of the Services contemplated by, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relatesAgreement. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the The Company will reimburse any Indemnified Party for all reasonable out-of-pocket costs and expenses (including reasonable counsel attorneys’ fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action, suit action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claimhereto, actionprovided that, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services subject to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealerfollowing sentence, the Company shall pay be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim or proceeding in which the Company, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Company’s expense and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. The Company agrees that it will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the Dealer entry of any judgment in any pending or threatened claim, action or proceeding relating to the amount matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of VAT the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Provided that the Company is not in addition breach of its indemnification obligations hereunder, no Indemnified Party shall settle or compromise any claim subject to indemnification hereunder without the consent of the Company. The Company will not be liable under the foregoing indemnification provision to the extent that any net feeloss, claim, damage, liability, cost or expenseexpense is determined by a court, provided in a final judgment from which no further appeal may be taken, to have resulted solely from the Dealer gross negligence or willful misconduct of Carlyle. If an Indemnified Party is not entitled to credit the VAT incurred as input tax. 7.5 If in respect reimbursed hereunder for any expenses, such reimbursement of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable expenses shall be grossed up refunded to the extent necessary to ensure that, after such deduction it is finally judicially determined that the Liabilities in question resulted solely from the gross negligence or withholding, the amount received remains unchangedwillful misconduct of Carlyle.

Indemnification. 7.1 To the fullest extent permitted by law, and subject to the Company agrees to limitations set forth in Section 6 of this Agreement, each Party (the “Indemnifying Party”) shall indemnify and hold harmless on an after tax basis the Dealerother Party, and its current and future direct and indirect parent companies, affiliates and their shareholders, officers, directors, employees, agents, servants and assigns (collectively, the “Indemnified Party”) and at the Indemnified Party's option, the Indemnifying Party shall defend the Indemnified Party from and against any and all claims and/or liabilities for losses, expenses, damage to property, injury to or death of any person, including, but not limited to, the Indemnified Party’s employees and its affiliates’ employees, subcontractors and subcontractors’ employees, or any other liability incurred by the Indemnified Party, including reasonable expenses, legal and otherwise, which shall include reasonable attorneys’ fees, caused wholly or in part by any negligent, grossly negligent or willful act or omission by the Indemnifying Party, its Affiliates and their respective officers, directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or assigns arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that caused wholly or in part by any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraudnegligent, gross negligence grossly negligent or willful default on act or omission of the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for . 7.2 If any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason claim covered by Section 7.1 is brought against the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company Indemnifying Party shall contributebe entitled to participate in, to and unless in the maximum extent permitted by law, to the amount paid or payable by opinion of counsel for the Indemnified Party as a result conflict of such loss, claim, damage or liability. 7.2 To interest between the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice Parties may exist with respect to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, actionassume the defense of such claim, suit or proceeding is initiated or brought by or on behalf with counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party does not assume the defense of the CompanyIndemnified Party, as applicable. 7.3 If or if a conflict precludes the performance by Indemnifying Party from assuming the Dealer defense, then the Indemnifying Party shall reimburse the Indemnified Party on a monthly basis for the Indemnified Party’s defense through separate counsel of the Indemnified Party's choice. Even if the Indemnifying Party assumes the defense of the Indemnified Party with acceptable counsel, the Indemnified Party, at its sole option, may participate in the defense, at its own expense, with counsel of its own choice without relieving the Indemnifying Party of any of its obligations hereunder. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages of any kind whatsoever, whether in contract, tort or strict liability. 7.3 The Indemnifying Party's obligation to indemnify under this Agreement represents for VAT purposes the making by the Dealer Section 7 shall survive termination of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable and shall not be limited in any way by any limitation on the supply on receipt amount or type of a valid VAT invoicedamages, compensation or benefits payable by or for the Indemnifying Party under any statutory scheme, including, without limitation, under any Worker’s Compensation Acts, Disability Benefit Acts or other Employee Benefit Acts. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the Company (a) Each Lender Party severally agrees to indemnify and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer each Lead Arranger and each such person being an "Indemnified Party"Agent (to the extent not promptly reimbursed by the Borrower) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, claims, damages, chargespenalties, tax actions, judgments, suits, costs, expenses or liabilities (disbursements of any kind or actions nature whatsoever that may be imposed on, incurred by, or asserted against such Agent in respect thereof), whether joint or several, to which such Indemnified Party may become subject, any way relating to or arising out of the Loan Documents or any action taken or omitted by such Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s or such Lead Arranger’s gross negligence or willful misconduct as found in connection a final, non-appealable judgment by a court of competent jurisdiction with this Agreementrespect to such Agent or the Joint Lead Arrangers, including as the case may be. Without limitation of the foregoing, each Lender Party agrees to reimburse the Joint Lead Arrangers and each Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under chapter 4 of part 18 of the ActSection 8.04, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that such Lead Arranger or such Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.05 applies whether any such Losses have been finally judicially investigation, litigation or proceeding is brought by any Lender Party or any other Person. (b) Each Lender Party severally agrees to indemnify each Issuing Bank (to the extent not promptly reimbursed by the Borrower) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against such Issuing Bank in any way relating to or arising out of the Loan Documents or any action taken or omitted by a Court such Issuing Bank under the Loan Documents; provided, however, that no Lender Party shall be liable for any portion of competent jurisdiction to have resulted such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from fraud, such Issuing Bank’s gross negligence or willful default on misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the part of such Indemnified Party, and to reimburse, within 30 days of a written requestforegoing, each Lender Party agrees to reimburse such Indemnified Party Issuing Bank promptly upon demand for its ratable share of any reasonable legal or other costs and expenses incurred in connection with investigating(including, preparation forwithout limitation, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason fees and expenses of counsel) payable by the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contributeBorrower under Section 8.04, to the maximum extent permitted that such Issuing Bank is not promptly reimbursed for such costs and expenses by lawthe Borrower. (c) For purposes of this Section 7.05, the Lender Parties’ respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Advances outstanding at such time and owing to the respective Lender Parties, (ii) their respective Pro Rata Shares of the aggregate Available Amount of all Letters of Credit outstanding at such time and (iii) their respective Unused Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line Advances owing to the Swing Line Bank and of Letter of Credit Advances owing to such Issuing Bank shall be considered to be owed to the Revolving Credit Lenders ratably in accordance with their respective Revolving Credit Commitments. The failure of any Lender Party to reimburse any Agent or any Issuing Bank, as the case may be, promptly upon demand for its ratable share of any amount required to be paid or payable by the Indemnified Lender Parties to such Agent or such Issuing Bank, as the case may be, as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse such Agent or such Issuing Bank, as a result the case may be, for its ratable share of such lossamount, claimbut no Lender Party shall be responsible for the failure of any other Lender Party to reimburse such Agent or such Issuing Bank, damage or liability. 7.2 To as the fullest extent permitted by lawcase may be, for such other Lender Party’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, the Company will reimburse any Indemnified agreement and obligations of each Lender Party for contained in this Section 7.05 shall survive the payment in full of principal, interest and all reasonable out-of-pocket expenses (including reasonable counsel fees other amounts payable hereunder and expenses) as they are incurred (after notice to under the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicableother Loan Documents. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by lawCustomer, the Company agrees to at its sole expense, will defend, indemnify and hold harmless on an after tax basis the Dealer, Arcserve and its Affiliates and their respective directors, officers, employees, agents contractors, agents, distributors, resellers, successors and controlling persons assigns (Dealer and each such person being an "Indemnified Party"“Arcserve Indemnitees”) harmless from and againstagainst any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) resulting from any third party claim, suit, action, or proceeding (“Claim”) against an Arcserve Indemnitee, whether successful or not, resulting from or arising in connection with: (i) any gross negligence or willful misconduct by Customer; (ii) any breach by Customer of this Agreement (including, but not limited to, any breach by Customer of its representation or warranties); or (iii) Customer Data (or any portion thereof). Arcserve, at its sole expense, will defend Customer and its directors, officers, employees, contractors, agents, successors and assigns (“Customer Indemnitees”) harmless from and against any and all Claims, and hereby agrees indemnify and hold Customer harmless from damages awarded or paid in settlement of such Claims, (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements incurred in defense thereof) resulting from any Claim against a Customer Indemnitee, whether successful or not, resulting from or arising in connection with: (a) any gross negligence or willful misconduct by Arcserve; or (b) any material failure by Arcserve to maintain the Security Obligations. The indemnifying party’s indemnification obligations under this section are conditioned upon the indemnified party: (x) giving prompt notice of the Claim to the indemnifying party once the indemnified party becomes aware of the Claim; (y) granting sole control of the defense and settlement of the Claim to the indemnifying party (except that the indemnified party’s prior written approval will be required for any settlement that reasonably can be expected to require an Indemnified Party shall have no affirmative obligation of or result in any ongoing liability to the Company indemnified party); and (z) providing reasonable cooperation to the indemnifying party and, at the indemnifying party’s request and expense, assistance in the defense or its owners, associated companies, security holders or creditors for, settlement of the Claim. Notwithstanding any and all losses, claims, damages, charges, tax or liabilities (or actions terms to the contrary in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 the failure to give notice to the indemnifying party within a reasonable time of the Actcommencement of any Claim under this section will relieve the indemnifying party of any liability to the indemnified party under this section, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except only to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction failure materially prejudices the indemnifying party’s ability to have resulted from fraud, gross negligence or willful default on the part of defend such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liabilityClaim. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the The Company agrees to indemnify and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") Parties from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, chargeslosses, tax or liabilities and expenses (or actions in respect thereofincluding, without limitation, fees and disbursements of counsel), whether joint that may be incurred by or severalasserted or awarded against any Indemnified Party, to which such Indemnified Party may become subject, relating to or in each case arising out of this Agreement (including as a result of any breach or in connection inaccuracy of any representation, warranty or covenant herein), the other Offering Documents, or the transactions contemplated hereby or thereby, solely to the extent such Offering Documents or transactions contemplated thereby relate to this Agreement and the Series C Preferred Equity Offering, any use made or proposed to be made with this Agreement, including without limitation, under chapter 4 of part 18 the proceeds of the ActSeries C Preferred Equity Offering, or any claim, litigation, investigation or proceeding relating thereto ("Losses")to any of the foregoing, regardless of whether any of such Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable and documented fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent that such claim, damage, loss, liability, or expense is found in a Final Order to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such Losses have been finally judicially determined by liability is found in a Court final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful default misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the part prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the other Offering Documents, or the transactions contemplated hereby or thereby, solely to the extent such Offering Documents or transactions contemplated thereby relate to this Agreement and the Series C Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, and telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the other Offering Documents, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to reimbursebe unreasonably withheld or delayed). Notwithstanding the foregoing, within 30 days of a written requestan Indemnified Party shall be entitled to no indemnification by the Company for any claim, each damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any violation of Law by such Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To Subject to the fullest provisions of this Section 4.8, and to the extent permitted by law, the Company agrees to will indemnify and hold harmless on an after tax basis the Dealer, each Purchaser and its Affiliates and their respective directors, officers, shareholders, members, partners, employees, agents and controlling persons (Dealer within the meaning of Section 15 of the Securities Act and each such person being an "Indemnified Section 20 of the Exchange Act) (each, a “Purchaser Party"”) harmless from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and all losses, claimsliabilities, damages, chargescosts and expenses, tax or liabilities (or actions including all judgments, amounts paid in respect thereof)settlements, whether joint or several, to which court costs and reasonable attorneys’ fees and costs of investigation that any such Indemnified Purchaser Party may become subject, suffer or incur due to a claim by a third party as a result of or relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 any action instituted against a Purchaser Party by any stockholder of the ActCompany who is not an Affiliate of such Purchaser, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether with respect to any of such Indemnified Party is a party theretothe transactions contemplated by the Transaction Documents, except to the extent that that a loss, liability, damage, cost or expense is attributable to a breach of such Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Losses Purchaser may have been finally judicially determined with such stockholder or any violations by a Court such Purchaser of competent jurisdiction to have resulted from state or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence negligence, willful misconduct or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending malfeasance. If any claim, actionaction or proceeding shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing; provided, however, that the failure timely to give such notice shall affect the rights of such Purchaser Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Company with respect to such claim, action or proceeding. At the election of the Company, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the maximum extent permitted by lawPurchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such claim, action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the amount paid or payable extent that (i) the employment thereof has been specifically authorized by the Indemnified Party as Company in writing, (ii) the Company has failed after a result reasonable period of time to assume such defense and to employ counsel or (iii) in such claim, action or proceeding there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such lossPurchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will have the exclusive right to settle any claim, damage action or liability. 7.2 To the fullest extent permitted by lawproceeding; provided, however, that the Company will reimburse not settle any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit action or proceeding is initiated without the prior written consent of the Purchaser Party, which will not be unreasonably withheld or brought delayed; provided, however, that such consent shall not be required if the settlement includes a full and unconditional release from all liability arising or that may arise out of such claim or proceeding and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Company, as applicableany Purchaser Party. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by lawIf either party to this Agreement brings an action based on this Agreement, the Company prevailing party shall be entitled to recover reasonable expenses therefor, including, but not limited to, attorneys' fees, expenses and court costs. In addition, MYM agrees to indemnify and hold harmless on an after tax basis the DealerAdvisor and his affiliates, its Affiliates counsel and their other professional advisors, the respective directors, officers, employees, agents and controlling persons employees of each of the foregoing or any of their affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities and Exchange Act of 1934, as amended, (Dealer and each such person being individually, an "Indemnified Party" and collectively, the ") Indemnified Parties"), from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and against all losses, claims, damages, charges, tax expenses or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subjectresulting from, relating to to, or arising out of action taken or omitted to be taken (i) by the Company or (ii) by an Indemnified Party in good faith pursuant to the terms of, or in connection with with, services rendered pursuant to this Agreement, including without limitation, under chapter 4 of part 18 Agreement or any of the Acttransactions covered thereby. In addition, or any claim, litigation, investigation or proceeding relating thereto the Company agrees to reimburse each Indemnified Party for all reasonable out-of-pocket and direct expenses ("Losses"), regardless including reasonable fees and expenses of whether any of counsel) as they are incurred by such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for preparing or defending any such action or claim, actionwhether or not in connection with litigation in which any Indemnified Party is named party. Notwithstanding the foregoing, MYM shall not be liable to an Indemnified Party in respect to any loss, claim, damage, liability or expense to the extent the same is determined, in a final judgment by a court of competent jurisdiction, to have resulted primarily and directly from the gross negligence or willful misconduct of that Indemnified Party. In the event of the assertion against any Indemnified Party of any claim or the commencement of any action or proceeding, MYM shall be entitled to participate in such action or proceeding, and in the investigation of such claim, and after written notice from the Company, to assume the investigation or judgement defense of such claim, action or proceeding with counsel of its choice at its expense; provided however, that such counsel shall be reasonably satisfactory to which this indemnity relatesthat Indemnified Party. Notwithstanding MYM's election to assume the defense or investigation of such claim, action or proceeding, any Indemnified Party shall have the right to employ separate counsel (and local counsel, if necessary) and to participate in the defense or investigation of such claim, action or proceeding, and the Company shall advance and bear the expense (including reasonable fees and disbursements) of such separate counsel. In the event that MYM shall have assumed the defense or investigation of any claim, action or proceeding, the Company may not settle any such claim, action or proceeding without the written consent of any Indemnified Party named as defendant therein. If for any reason the foregoing indemnification is unavailable to any an Indemnified Party or is insufficient to hold it harmless any Indemnified Party, as contemplated herein then the Company indemnifying party shall contribute, to the maximum extent permitted by law, contribute to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage liability or liability. 7.2 To expense in such proportion as it appropriate to reflect not only the fullest extent permitted relative benefits received by law, the Company and their affiliates, on the one hand, and the Advisor, or the other applicable Indemnified Party, as the case may be, on the other hand, but also the relative fault of the Company and their affiliates and any Indemnified Party, as the case may be, as well as any other relevant equitable considerations, subject to the limitation that in any event the aggregate contribution of all Indemnified Parties to all losses, claims, liabilities, damages and expenses shall not exceed the amount of fees actually received by the Advisor pursuant to this Agreement. It is hereby further agreed that the relative benefits to MYM on the one hand and the Advisor on the other hand with respect to any transaction or proposed transaction contemplated by this Agreement shall be deemed to be in the same proportion as (i) the total value of the transaction to (ii) the fee paid to the Advisor with respect to such transaction. No Indemnified party shall have any liability to MYM or any other person in connection with the services rendered pursuant to this Agreement, except for the liability for losses, claims, damages or liabilities finally judicially determined to have resulted from such Indemnified Party's gross negligence or willful misconduct. The indemnity, contribution and expense reimbursement obligations set forth herein shall be in addition to any liability the Company may have to an Indemnified Party at common law or otherwise, and shall survive the expiration of the term of this Agreement. If any personnel of an Indemnified Party appears as a witness, are deposed or are otherwise involved in the defense of any action against any Indemnified Party, MYM or any officer or director of the Company, MYM will reimburse any such Indemnified Party for all reasonable out-of-pocket and direct expenses (including the reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation expenses of counsel for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought Party) incurred by or on behalf of the Company, as applicable. 7.3 If the performance it by the Dealer reason of any of its obligations personnel being involved in any such action and will compensate the Advisor for time spent, by his employees preparing for and testifying as witnesses in any deposition or proceeding at the Advisor's customary daily rates. Governing Law This Agreement shall be governed by and construed in accordance with the internal substantive laws, and not the choice of law rules, of the State of New York. Any suits, claims, causes of action, or disputes arising under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to brought in the extent necessary to ensure that, after such deduction courts of the State of New York or withholding, in the amount received remains unchangedUnited States District Court of the Southern District of New York.

Indemnification. 7.1 To (a) Except as otherwise provided in this Article IX, unless disputed as set forth in Section 9.2, the Company agrees to indemnify, defend and hold harmless the Investor and its affiliates and their respective officers, directors, agents, employees, subsidiaries, partners, members and controlling persons (each, an “Investor Indemnified Party”), to the fullest extent permitted by lawlaw from and against any and all Damages directly resulting from or directly arising out of any breach of any representation or warranty, covenant or agreement (except as otherwise specifically provided) by the Company in this Agreement, the Registration Rights Agreement or the Warrant; provided, however, that the Company shall not be liable under this Article IX to an Investor Indemnified Party to the extent that such Damages resulted or arose from the breach by an Investor Indemnified Party of any representation, warranty, covenant or agreement of an Investor Indemnified Party contained in this Agreement, the Registration Rights Agreement or the Warrant or the negligence, recklessness, willful misconduct or bad faith of an Investor Indemnified Party. The parties intend that any Damages subject to indemnification pursuant to this Article IX will be net of insurance proceeds (which the Investor Indemnified Party agrees to indemnify use commercially reasonable efforts to recover). Accordingly, the amount which the Company is required to pay to any Investor Indemnified Party hereunder (a “Company Indemnity Payment”) will be reduced by any insurance proceeds actually recovered by or on behalf of any Investor Indemnified Party in reduction of the related Damages. In addition, if an Investor Indemnified Party receives a Company Indemnity Payment required by this Article IX in respect of any Damages and subsequently receives any such insurance proceeds, then the Investor Indemnified Party will pay to the Company an amount equal to the Company Indemnity Payment received less the amount of the Company Indemnity Payment that would have been due if the insurance proceeds had been received, realized or recovered before the Company Indemnity Payment was made. (b) Except as otherwise provided in this Article IX, unless disputed as set forth in Section 9.2, the Investor agrees to indemnify, defend and hold harmless on an after tax basis the Dealer, Company and its Affiliates affiliates and their respective officers, directors, officersagents, employees, agents subsidiaries, partners, members and controlling persons (Dealer and each such person being an "each, a “Company Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof”), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by lawlaw from and against any and all Damages directly resulting from or directly arising out of any breach of any representation or warranty, covenant or agreement by the Investor in this Agreement, the Registration Rights Agreement or the Warrant; provided, however, that the Investor shall not be liable under this Article IX to a Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with extent that such Damages resulted or arose from the investigation of, preparation for or defense or settlement breach by a Company Indemnified Party of any pending representation, warranty, covenant or threatened claim or any action, suit or proceeding arising therefrom, whether or not such agreement of a Company Indemnified Party contained in this Agreement, the Registration Rights Agreement or the Warrant or the negligence, recklessness, willful misconduct or bad faith of a Company Indemnified Party. The parties intend that any Damages subject to indemnification pursuant to this Article IX will be net of insurance proceeds (which the Company agrees to use commercially reasonable efforts to recover). Accordingly, the amount which the Investor is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought required to pay to any Company Indemnified Party hereunder (an “Investor Indemnity Payment”) will be reduced by any insurance proceeds theretofore actually recovered by or on behalf of any Company Indemnified Party in reduction of the Companyrelated Damages. In addition, as applicable. 7.3 If the performance if a Company Indemnified Party receives an Investor Indemnity Payment required by the Dealer this Article IX in respect of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of Damages and subsequently receives any supply of goods or services to such insurance proceeds, then the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company Indemnified Party will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, Investor an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer Investor Indemnity Payment received less the amount of VAT in addition to any net feethe Investor Indemnity Payment that would have been due if the insurance proceeds had been received, cost realized or expense, provided recovered before the Dealer is not entitled to credit the VAT incurred as input taxInvestor Indemnity Payment was made. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To (a) The Company hereby indemnifies the fullest extent permitted by law, the Company agrees to indemnify Bank and hold holds it harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to reimburse the Company or its owners, associated companies, security holders or creditors Bank for, any loss, damage or expense (including attorneys’ reasonable fees and all lossesexpenses, claimscourt costs and other expenses) including, damagesbut not limited to, (i) unpaid charges, tax fees, and Returned Items for which the Company and/or the Secured Party originally received credit or liabilities remittance by the Bank, and (ii) any loss, damage or expense the Bank shall incur as a result of (A) entering into or acting pursuant to this Agreement, (B) honoring and following any instruction the Bank may receive from (or actions shall believe in respect thereof)good faith to be from) the Secured Party or the Company under this Agreement, whether joint and (C) upon implementation of the Notice, not honoring or several, following any instruction it shall receive from (or shall believe in good faith to which such Indemnified Party may become subject, relating to or arising out of or be from) the Company in connection accordance with this Agreement. The Company shall not be responsible for any loss, including without limitation, under chapter 4 of part 18 of the Actdamage, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is expense that a party thereto, except to court having jurisdiction shall have determined had been caused by the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, Bank’s gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred misconduct in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the its performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes Agreement. (b) Without limiting in any way the making by Secured Party’s obligation to pay or reimburse the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, Bank as otherwise specified in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal the Secured Party hereby indemnifies the Bank and holds it harmless against any loss, damage or expense (including attorneys’ reasonable fees and expenses, court costs and other expenses) which the Bank shall incur as a result of honoring or following any instruction (including the Notice) it shall receive from (or shall believe in good faith to be from) the VAT chargeable on Secured Party under this Agreement. The Secured Party shall not be responsible for any loss, damage, or expense that a court having jurisdiction shall have determined had been caused by the supply on receipt Bank’s gross negligence or willful misconduct in its performance of a valid VAT invoiceits obligations under this Agreement. 7.4 Where a sum is payable (or reimbursedc) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company No party hereto shall pay to the Dealer the amount of VAT in addition be liable to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment other party under this Agreement for lost profits or special, indirect, exemplary, consequential or punitive damages, even if such party shall have been advised of the Company is obliged to make any deduction or withholding on account possibility of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchangeddamages.

Indemnification. 7.1 To The Transferor agrees to indemnify, defend and hold the fullest extent permitted by lawRetention Holder, the Company agrees to indemnify Issuer, the Trustee and hold harmless on an after tax basis the Dealer, its Affiliates and any of their respective directorsmanagers, members, officers, directors, employees, agents and controlling persons professional advisors (Dealer and each such person being any one of which is an "“Indemnified Party"”) harmless from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all claims, losses, claimspenalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other reasonable costs, fees and expenses (provided that any indemnification for damages is limited to actual damages, chargesnot consequential, tax special or liabilities (or actions punitive damages) that such Person may sustain as a result of the failure of the Transferor to perform its duties in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out compliance in all material respects with the terms of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that arising from the gross negligence, willful misconduct or fraud by the Person claiming indemnification; provided that, for the avoidance of doubt, the obligations of the Transferor set forth in Section 7.2 shall constitute the sole recourse to the Transferor for any such Losses have been finally judicially determined breach of the representations or warranties set forth in Section 3.2. An Indemnified Party shall promptly notify the Transferor if a claim is made by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection third party with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant respect to this Agreement, an amount equal and the Transferor shall assume (with the consent of the Indemnified Party, such consent not to be unreasonably withheld) the VAT chargeable on defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer Indemnified Party in respect of any fees, costs or expenses paid or incurred by such claim. The parties agree that the Dealer and those fees, costs or expenses include an amount provisions of VAT incurred by the Dealer, the Company this Section 6.1 shall pay not be interpreted to provide recourse to the Dealer Transferor against loss by reason of the amount bankruptcy, insolvency or lack of VAT in addition creditworthiness of an Obligor or issuer with respect to any net feea Collateral Obligation, cost and the Transferor does not hereby agree to maintain the solvency of the Retention Holder or expense, provided of the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable Issuer. The Transferor shall be grossed up have no liability for making indemnification hereunder to the extent necessary to ensure that, after any such deduction indemnification constitutes recourse for uncollectible or withholding, the amount received remains unchangeduncollected amounts payable under any Collateral Obligation.

Indemnification. 7.1 To the fullest extent permitted by law, the (a) The Company agrees to indemnify and hold harmless on an after tax basis the DealerSubscriber, its Affiliates affiliates and their respective officers, directors, officers, employees, agents and controlling persons (Dealer and each such person being an "collectively, the “Indemnified Party"Parties”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors foragainst , any and all loss, liability, damage or deficiency suffered or incurred by any Indemnified Party by reason of any misrepresentation or breach of warranty by the Company or, after any applicable notice and/or cure periods, nonfulfillment of any covenant or agreement to be performed or complied with by the Company under this Agreement, the Transaction Documents; and will promptly reimburse the Indemnified Parties for all expenses (including reasonable fees and expenses of legal counsel) as incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim related to or arising in any manner out of any of the foregoing, or any action or proceeding arising therefrom (collectively, “Proceedings”), whether or not such Indemnified Party is a formal party to any such Proceeding. (b) If for any reason (other than a final non-appealable judgment finding any Indemnified Party liable for losses, claims, damages, charges, tax liabilities or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, expenses for its gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason misconduct) the foregoing indemnification indemnity is unavailable to any an Indemnified Party or insufficient to hold harmless any an Indemnified PartyParty harmless, then the Company shall contribute, to the maximum extent permitted by law, contribute to the amount paid or payable by the an Indemnified Party as a result of such loss, claim, damage damage, liability or liabilityexpense in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Advisor on the other, but also the relative fault by the Company and the Indemnified Party, as well as any relevant equitable considerations. 7.2 To (c) Each Subscriber agrees to severally and not jointly indemnify, hold harmless, reimburse and defend the fullest extent permitted by lawCompany, the Company will reimburse its Subsidiaries and each of its officers, directors, agents, Affiliates, control persons and principal shareholders, against any Indemnified Party for all reasonable out-of-pocket expenses claim, cost, expense, liability, obligation, loss or damage (including reasonable counsel fees and expenseslegal fees) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, incurred by or imposed upon the Company, its Subsidiary or any such person which results, arises out of or is based upon (i) any material misrepresentation by the Subscriber or breach of any warranty by the Subscriber in this Agreement or in any Exhibits or Schedules attached hereto or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Subscriber of any covenant or undertaking to be performed by the Subscriber hereunder, or any other Transaction Documents entered into by the Company and Subscriber relating hereto. Notwithstanding the foregoing, in no event shall the liability of the Subscriber hereunder be greater than the aggregate subscription amount payable shall be grossed up to paid for the extent necessary to ensure that, after such deduction or withholding, Securities as set forth on the amount received remains unchangedsignature page hereto.

Indemnification. 7.1 To the fullest extent permitted by law11.1 Retailer, the Company agrees to at its own cost and expense, shall defend, indemnify and hold harmless on an after tax basis the DealerGSI and any of its officers, its Affiliates and their respective directors, officers, employees, employees or agents and controlling persons (Dealer and each such person being an "Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and against all losses, claims, damages, chargesexpenses, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses costs (including reasonable counsel attorneys fees and expensescourt costs) arising as they are incurred (after notice a consequence of GSI providing services pursuant to the Companythis Agreement a) in connection with the investigation offrom or related to a claim that GSI infringes a third party copyright, preparation for trademark or defense or settlement of any pending or threatened claim trade secret relating to Retailer's tradename or any actionother name set forth on Schedule 1 to this Agreement; or b) from Retailer's gross negligence, suit wilful or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicableintentional misconduct. 7.3 If the performance by the Dealer of 11.2 GSI, at its own cost and expense, shall defend, indemnify and hold harmless Retailer and any of its obligations under this Agreement represents for VAT purposes officers, directors, employees or agents from and against all damages, expenses, liabilities and other costs (including reasonable attorneys fees and court costs) arising a) from a claim made by any consumer that is related in any way to the making by the Dealer of any supply of goods Retailer's Web Site or GSI's services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer Retailer provided pursuant to this Agreement, an amount equal but excluding a claim for which GSI would have the right to the VAT chargeable on the supply on receipt indemnification pursuant to Paragraph 11.1 above, or b) from GSI's gross negligence, wilful or intentional misconduct and arising as a consequence of a valid VAT invoiceGSI providing services pursuant to this Agreement. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect 11.3 Retailer shall have sole control of any feesdefense of any claim made pursuant to Section 11.1 above, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company but GSI shall pay to the Dealer the amount of VAT cooperate with Retailer in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input taxproviding such defense. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account 11.4 GSI shall have sole control of any tax defense of any natureclaim made pursuant to Section 11.2 above, but Retailer shall cooperate with Retailer in providing such defense. 11.5 Any party seeking indemnification shall notify the amount payable shall be grossed up to the extent necessary to ensure that, other party as soon as possible after such deduction or withholding, party seeking indemnification becomes aware of the amount received remains unchangedclaim.

Indemnification. 7.1 To All parties expressly agree, by doing business with the fullest extent permitted by lawWBC, the Company agrees to indemnify and hold harmless on an after tax basis the DealerWBC, its Affiliates affiliated federations and their respective directorscommittees, and all officers, employeesmembers of the Board of Governors, representatives, attorneys, and agents and controlling persons (Dealer and each such person being an "each, a “WBC Indemnified Party"”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, thereof against any and all losses, claims, damages, chargesliabilities, tax or liabilities penalties, actions, judgments, suits, costs, expenses, and disbursements (or actions in respect thereof)including the reasonable and actual fees, whether joint or severalcharges and disbursements of any counsel for any WBC Indemnified Party, to which such incurred by any WBC Indemnified Party may become subject, relating to or asserted against any WBC Indemnified Party by any third party or by any person arising out of or in connection with this Agreement, including without limitation, under chapter 4 the actions of part 18 of the Act, such WBC Indemnified Party or any actual or prospective claim, litigation, investigation or proceeding relating thereto ("Losses")proceeding, whether based on contract, tort or any other theory, whether brought by a third party or by any person directly, and regardless of whether any of such Indemnified WBC Party is a party thereto, except to the extent AND INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY ACTION OR INACTION ARISING FROM ANY WBC INDEMNIFIED PARTY’S NEGLIGENCE OR STRICT LIABILITY, such that no WBC Indemnified Party shall be held liable for or not be indemnified for any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted action taken in good faith and not resulting from fraud, gross negligence or willful default on the part misconduct of such Indemnified WBC Party, as determined by the CAS or any other court of competent jurisdiction by final and non-appealable judgment. In order to reimburseattempt to hold the WBC liable for gross negligence or willful misconduct, within 30 days or under any other theory of a written requestliability or damages, each such Indemnified Party for the complainant must prove their case by the standards of proof and law applied by the CAS. Under any reasonable legal or other expenses incurred in connection with investigatingcircumstances, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason should the foregoing indemnification is unavailable WBC be found liable to any Indemnified Party or insufficient party, all parties by doing business with the WBC expressly agree that their sole and exclusive monetary remedy that may be recoverable from the WBC is limited to hold harmless any Indemnified Party, then the Company shall contribute, a maximum (but not a minimum) of sanction fees paid to the maximum extent permitted by law, WBC relating to the amount paid last contest that gave rise to their claim against the WBC. All parties including boxers doing business with or payable by otherwise associated with the Indemnified Party WBC expressly waive any and all claims for special, indirect, consequential or punitive damages (as a result of such loss, claim, damage opposed to direct or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Companyactual damages) in connection with any claim against the investigation of, preparation for or defense or settlement of any pending or threatened claim WBC or any actionother WBC Indemnified Party. In no event shall the WBC be liable to for punitive, suit consequential, direct, or proceeding arising therefromindirect damages, whether including, but not limited to, lost profits, loss of earning capacity, delay, interest or not such Indemnified Party is a party thereto and whether attorney fees, directly or not such claim, action, suit indirectly resulting from any act or proceeding is initiated or brought by or on behalf omission of the CompanyWBC, as applicableits employees, officers, affiliated Federations, Governors, or agents. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the (a) The Company agrees to will indemnify and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer Management Provider and each Management Provider Person (each such person being person, an "“Indemnified Party"”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, chargesliabilities, tax or liabilities (or actions in respect thereof)costs and expenses, whether joint or severalseveral (the “Liabilities”), to which such Indemnified Party may become subjectrelated to, relating to or arising out of or in connection with this Agreement or the Services contemplated by this Agreement or the engagement of the Management Provider pursuant to, and the performance by the Management Provider of the Services contemplated by, this Agreement, including without limitationwhether or not pending or threatened, under chapter 4 of part 18 of the Actwhether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, litigationsuit, investigation or proceeding relating thereto ("Losses"), regardless is initiated or brought by or on behalf of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relatesCompany. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the The Company will reimburse any Indemnified Party for all reasonable out-of-pocket costs and expenses (including reasonable counsel attorneys’ fees and expenses) as they are incurred (after notice to the Company) in connection with investigating, preparing, pursuing, defending or assisting in the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto thereto. The Company will not be liable under the foregoing indemnification provision with respect to any particular Liability of an Indemnified Party solely to the extent that such is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. The attorneys’ fees and whether or not such claim, action, suit or proceeding is initiated or brought other expenses of an Indemnified Party shall be paid by the Company as they are incurred upon receipt of an agreement by or on behalf of the Company, as applicableIndemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. 7.3 If (b) The Company acknowledges and agrees that the performance Indemnified Parties have certain rights to indemnification and/or insurance provided by the Dealer of any Management Provider and certain of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services affiliates and that such additional rights to indemnification and/or insurance are intended to be secondary to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by primary obligation of the Company to indemnify the Dealer pursuant Indemnified Parties hereunder. The Company’s obligations to this Agreement, an amount equal provide indemnification hereunder shall not be limited in any manner by the availability of such additional indemnification and/or insurance that may be available to the VAT chargeable on the supply on receipt of a valid VAT invoiceIndemnified Parties. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the The Company agrees to shall indemnify and hold harmless on an after tax basis the Dealer, DCCP and its Affiliates and their respective directors, officersmembers, employees, agents agents, representatives and controlling persons affiliates (Dealer and each such person being an "“Indemnified Party"”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, charges, tax or damages and liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subjectsubject under any applicable law or under any claim made by any third party or otherwise, directly or indirectly relating to or arising out of or in connection with the engagement of DCCP pursuant to, and the performance by DCCP of the services contemplated by, this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket costs and expenses (including reasonable counsel attorneys’ fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim claim, or any action, suit action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto hereto. The Company will not be liable under this Section 7, and an Indemnified Party shall reimburse the Company for any related payments made by the Company under this Section 7, to the extent that any loss, claim, damage, liability, cost or expense is determined by a court or arbitral tribunal, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. No Indemnified Party shall be liable to the Company or any of its affiliates for honest mistakes of judgment, or for any action or inaction, taken in good faith in the performance of services under this Agreement to the extent such action would satisfy the standards for indemnification set forth in this Section 7. DCCP makes no representations or warranties, express or implied, in respect of the services to be provided by any Indemnified Party acting within the scope of his, her or its employment or authority. In no event will any of the parties hereto be liable to any other party hereto for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such claimdamages are foreseeable, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any feesliabilities relating to any third party claims (whether based in contract, costs tort or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay otherwise) other than for claims relating to the Dealer the amount of VAT in addition to any net fee, cost or expense, services which may be provided the Dealer is not entitled to credit the VAT incurred as input taxby DCCP hereunder. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To (a) The Company (the "Company Indemnifying Party") agrees to indemnify, defend and hold harmless the Purchaser and its Affiliates, (who at the option of the Purchaser, may include the Company) and their respective officers, managers, directors, agents, employees, subsidiaries, partners, members and controlling Persons (each, a "Purchaser Indemnified Party" and, together, the "Purchaser Indemnified Parties") to the fullest extent permitted by law, the Company agrees to indemnify and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") law from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claimsClaims, (including, without limitation, any Claim by a third party), damages, chargesexpenses (including reasonable fees, tax disbursements and other charges of counsel incurred by the Purchaser Indemnified Party in any action between the Company Indemnifying Party and the Purchaser Indemnified Party or between the Purchaser Indemnified Party and any third party or otherwise) or other liabilities (or actions in respect thereof)collectively, whether joint or several, to which such Indemnified Party may become subject, relating to "Losses") resulting from or arising out of (i) any breach of any representation or warranty by the Company or (ii) any breach of any covenant or agreement by the Company, in connection with each case, in either this Agreement or the Investor Rights Agreement; provided that, including without limitation, the Company Indemnifying Party shall not be liable under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such this Section 7.1 to a Purchaser Indemnified Party is a party thereto, except to the extent that any it is judicially determined that such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted primarily from fraud, the willful misconduct or gross negligence or willful default on the part of such Purchaser Indemnified Party, and . The amount of any payment to reimburse, within 30 days of a written request, each such any Purchaser Indemnified Party for herewith in respect of any reasonable legal Loss shall be increased by the amount of the Purchaser's pro rata share of the diminution in value of the Company relating to the payment of the amount of such Loss to the Purchaser. The Company Indemnifying Party shall not be obligated to pay any amounts in respect of indemnification obligations under Section 7.1(a)(i), except those based upon or other expenses incurred arising from Section 3.7, (the "Basket Exclusion"), unless and until the aggregate amount of all Losses equals $50,000, after which time the Company Indemnifying Party shall be obligated to pay in connection full the amount of all Losses in excess of $50,000. (b) The Purchaser (the "Purchaser Indemnifying Parties" and referred to collectively herein with investigatingthe Company Indemnifying Parties as the "Indemnifying Parties") agree to indemnify, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to defend and hold harmless any the Company and its officers, managers, directors, agents, employees, subsidiaries, partners, members and controlling Persons (each, a "Company Indemnified Party, then " and referred to collectively herein with the Company shall contribute, Purchaser Indemnified Parties as the "Indemnified Parties") to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by lawlaw from and against any and all Losses resulting from or arising out of any breach of any representation or warranty, covenant or agreement by the Purchaser in this Agreement or the Investor Rights Agreement; provided that, the Purchaser Indemnifying Parties shall not be liable under this Section 7.1 to a Company will Indemnified Party to the extent that it is judicially determined that such Losses resulted primarily from the willful misconduct or gross negligence of such Company Indemnified Party. (c) In connection with the obligation of any Indemnifying Party to indemnify for expenses as set forth in this Section 7.1, such Indemnifying Party shall, upon presentation of appropriate invoices containing reasonable detail, reimburse any the Indemnified Party for all reasonable out-of-pocket such expenses (including reasonable fees, disbursements and other charges of counsel fees incurred by the Indemnified Party in any action between the Indemnifying Party and expensesthe Indemnified Party or between the Indemnified Party and any third party) as they are incurred (after notice to the Company) in connection with the investigation ofby such Indemnified Party; provided, preparation for or defense or settlement of any pending or threatened claim or any actionhowever, suit or proceeding arising therefrom, whether or not such that if an Indemnified Party is a party thereto and whether reimbursed under this Article VII for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Losses in question resulted from the gross negligence, bad faith, or not willful misconduct of such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicableIndemnified Party. 7.3 If the performance by the Dealer of (d) The parties hereto shall treat, for all Tax purposes, any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer indemnity payment made pursuant to this Agreement, Article VII as an amount equal adjustment to the VAT chargeable on purchase price paid for the supply on receipt of a valid VAT invoicePurchased Stock. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law(a) Lessee shall defend, the Company agrees to indemnify indemnify, and hold Lessor harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") from and againstfrom, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors reimburse Lessor for, any loss, cost, expense, liability, or damage (including without limitation reasonable attorney’s fees and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out costs with a reasonable estimate of or the allocable cost of legal counsel and staff in connection with or in any way related to, any breach or default in the performance of any obligation to be performed by Lessee under the terms of this Agreement, including without limitation, under chapter 4 or any intentional misconduct or negligence of part 18 of the ActLessee, or any claimofficer, litigationagent, investigation employee, guest, or proceeding relating thereto ("Losses")invitee of Lessee or of any sublessee of Lessee, regardless of whether any of such Indemnified Party is a party theretointentional misconduct or negligence was active or passive. (b) Lessor shall defend, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Partyindemnify, and to reimbursehold Lessee harmless from, within 30 days and reimburse Lessee for, any loss, costs, expense, liability, or damage (including without limitation reasonable attorney’s fees and costs with a reasonable estimate of a written requestthe allocable cost of legal counsel and staff, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigatingor in any way related to any breach or default in the performance of any obligation to be performed by Lessor under the terms of this Agreement during the term hereof or any intentional misconduct or negligence of Lessor, preparation foror any officer, providing evidence for agent, employee, guest, or defending invitee of Lessor, regardless of whether such intentional misconduct or negligence was active or passive. (c) In the event of the occurrence of any claimevent which a party asserts is an indemnifiable event pursuant to this paragraph, actionsuch party shall notify the other party promptly and, proceedingif such event involves the claim of any third person, investigation the notified party shall have sole control over, and shall assume all expense with respect to, the defense, settlement, adjustment, or judgement compromise of any claim as to which this indemnity relates. If for paragraph requires it to indemnify the other, provided that (i) the other may, if it so desires, employ counsel at its own expense to assist in the handling of such claim and (ii) the indemnifying party shall obtain the prior written approval of the other party, which shall not be unreasonably withheld, before entering into any reason the foregoing indemnification is unavailable settlement, adjustment, or compromise of such claim or ceasing to any Indemnified Party defend against such claim, if pursuant thereto or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result thereof there would be imposed injunctive or other similar relief against the other party. All indemnification obligations hereunder shall survive the expiration or earlier termination of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To Each Party (the fullest extent permitted by law“Indemnitor”) shall release, the Company agrees to defend, indemnify and hold harmless on an after tax basis the Dealerother party, its Affiliates affiliates, its contractors, and their respective members, partners, directors, officers, shareholders, managers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") representatives from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, damages, fines, liens, levies, penalties, claims, damagesdemands, chargescauses of action, tax suits, legal or liabilities administrative proceedings, orders, governmental actions and judgments of every kind and character, and any and all costs and expenses (or actions in respect thereof)including, whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 reasonable attorneys’ fees, reasonable expert witness fees, and court costs) related thereto (collectively, “Claims”) which arise out of, result from or relate in any way, directly or indirectly, to (a) a breach of part 18 this Agreement by the Indemnitor, or (b) the acts or omissions hereunder of the ActIndemnitor or its affiliates, contractors, and their respective members, partners, directors, officers, shareholders, managers, employees, agents and representatives. Producer shall specifically defend, indemnify and hold Gavilon (and its respective Indemnitee Group) harmless from and against any and all Claims asserted by third parties that arise from the condition or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless quality of whether any of such Indemnified Party is a party theretothe Product sold hereunder, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on Claims are the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such lossthe acts or omissions of Gavilon, claim, damage its agents or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified third party following Delivery hereunder. The Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after claiming indemnification shall give prompt written notice to the Company) Indemnitor of any matter for which the Indemnitor may become liable under this provision. Such notice shall contain full details of the matter in connection order to provide the Indemnitor with sufficient information to assess its potential liability and to undertake defense of the Claim. The indemnified Party shall have the right at all times to participate in the preparation for and conducting of any hearing, trial or other proceeding related to the provisions of this Section, as well as the right to appear on its own behalf at any such hearing, trial or other proceeding. Any such participation or appearance by the indemnified Party shall be at its sole cost and expense. The indemnified Party shall cooperate in all reasonable respects with the investigation of, preparation for or defense or settlement of Indemnitor and its counsel in defending any pending or threatened claim or Claims and shall not take any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company action that is taxable at a positive rate (other than where reasonably likely to be detrimental to such defense. The Indemnitor shall obtain written approval from the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer indemnified Party * Portion omitted pursuant to this Agreement, an amount equal request for confidential treatment filed separately with the Securities and Exchange Commission. prior to the VAT chargeable any settlement that might impose obligations or restrictions on the supply on receipt of a valid VAT invoiceindemnified Party. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the The Company agrees to indemnify and hold harmless on an after tax basis each of the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer Investors and each such person being an "Indemnified Party") from and againstofficer, and hereby agrees that an Indemnified Party shall have no liability to director of the Company Investors or its ownersperson, associated companiesif any, security holders or creditors for, who controls the Investors within the meaning of the Securities Act against any and all losses, claims, damagesdamages or liabilities, chargesjoint or several (which shall, tax for all purposes of this Agreement, include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which the Investors may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising ) arise out of or are based upon the breach of any term of this Agreement by the Company. This indemnity agreement will be in connection with addition to any liability which the Company may otherwise have. Each Investor agrees that it will indemnify and hold harmless the Company, and each officer, director of the Company or person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages or liabilities (which shall, for all purposes of this Agreement, including without limitationinclude, but not be limited to, all costs of defense and investigation and all attorneys' fees) to which the Company or any such officer, director or controlling person may become subject under chapter 4 the Securities Act or otherwise, insofar as such losses claims, damages or liabilities (or actions in respect thereof) arise out of part 18 or are based upon the breach of any term of this Agreement by the Investor. This indemnity agreement will be in addition to any liability which the Investors or any subsequent assignee may otherwise have. Promptly after receipt by an indemnified party under this Section of notice of the Actcommencement of any action, or such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any claimliability which it may have to any indemnified party otherwise than as to the particular item as to which indemnification is then being sought solely pursuant to this Section. In case any such action is brought against any indemnified party, litigationand it notifies the indemnifying party of the commencement thereof, investigation or proceeding relating thereto ("Losses")the indemnifying party will be entitled to participate in, regardless of whether any of such Indemnified Party is a party theretoand, except to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense thereof, subject to the provisions herein stated and after notice from the indemnifying party to such Losses have been finally judicially determined by a Court indemnified party of competent jurisdiction its election so to have resulted from fraudassume the defense thereof, gross negligence or willful default on the part of indemnifying party will not be liable to such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party indemnified party under this Section for any reasonable legal or other expenses subsequently incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) indemnified party in connection with the investigation ofdefense thereof other than reasonable costs of investigation, preparation for unless the indemnifying party shall not pursue the action to its final conclusion. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that if the indemnified party is one of the Investors, the fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to any such action (including any impleaded parties) include both the Investors and the indemnifying party and the Investors shall have been advised by such counsel that there may be one or more legal defenses available to the indemnifying party in conflict with any legal defenses which may be available to the Investors (in which case the indemnifying party shall not have the right to assume the defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or action on behalf of the CompanyInvestors, as applicable. 7.3 If it being understood, however, that the performance indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable only for the reasonable fees and expenses of one separate firm of attorneys for the Investor(s), which firm shall be designated in writing by the Dealer Investor(s)). No settlement of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, action against an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable indemnified party shall be grossed up to made without the extent necessary to ensure thatprior written consent of the indemnified party, after such deduction or withholding, the amount received remains unchangedwhich consent shall not be unreasonably withheld.

Indemnification. 7.1 To 25.1 Except as otherwise provided herein, each Party shall be responsible only for service(s) and facility(ies) which are provided by that Party, its authorized agents, subcontractors, or others retained by such Parties and neither Party shall bear any responsibility for the fullest service(s) and facility(ies) provided by the other Party, its agents, subcontractors, or others retained by such Parties. 25.2 Except as otherwise provided herein, and to the extent permitted not prohibited by lawlaw and not otherwise controlled by tariff, each Party (the “Indemnifying Party”) shall release, defend and indemnify the other Party (the “Indemnified Party”) and hold such Indemnified Party harmless against any Loss to a Third Party arising out of the negligence or willful misconduct (“Fault”) by such Indemnifying Party, its agents, its End Users, contractors, or others retained by such Parties, in connection with the Indemnifying Party’s provision of services or functions under this Agreement, provided, however, that (i) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (ii) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor under its subcontract with the Indemnifying Party, and (iii) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 25.3 In the case of any Loss alleged or made by an End User of either Party, the Company agrees to Party whose End User alleged or made such Loss (“Indemnifying Party”) shall defend and indemnify and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons other Party (Dealer and each such person being an "“Indemnified Party"”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all lossessuch Claims or Losses by its End Users regardless of whether the underlying service or product was provided by, claimsor network element was provisioned by, damagesthe Indemnified Party, chargesunless the loss was caused by the gross negligence or intentional misconduct of the Indemnified Party. 25.4 Each Party shall be released, tax indemnified, defended and held harmless by the other Party (“Indemnifying Party”) against any Loss arising from the Indemnifying Party’s use of services or liabilities (elements provided under this Agreement involving: 25.4.1 Any Claim or actions in respect thereof)Loss arising from such Indemnifying Party’s use of products and services offered under this Agreement, whether joint involving any Claim for libel, slander, invasion of privacy, or several, infringement of Intellectual Property rights arising from the Indemnifying Party’s or its End User’s use. 25.4.2 The foregoing includes any Claims or Losses arising from disclosure of any End User-specific information associated with either the originating or terminating numbers used to which such Indemnified Party may become subject, relating to provision products or services provided hereunder and all other Claims arising out of any act or omission of the End User in connection with the course of using any products or services provided pursuant to this Agreement, including without limitation, under chapter 4 . 25.4.3 The foregoing includes any Losses arising from Claims for actual or alleged infringement of part 18 any Intellectual Property right of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified a Third Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court Loss arises from an Indemnifying Party’s or an Indemnifying Party’s End User’s use of competent jurisdiction products or services provided under this Agreement; provided, however, that an Indemnifying Party’s obligation to have resulted from fraud, gross negligence or willful default on defend and indemnify the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any shall not apply: 25.4.3.1 where an Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid its End User modifies products or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations services; provided under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.; and

Indemnification. 7.1 To the fullest extent permitted by law, the Company a. The Employer agrees to indemnify and hold harmless on an after tax basis the Dealerto Orpheus and its affiliates, its Affiliates agents, and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being is hereinafter referred to as an "“Indemnified Party") ”), from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, chargesliabilities and expenses whatsoever, tax or liabilities (or actions in respect thereof), whether joint or several, to which any such Indemnified Party may become subjectsubject under any applicable law of Malaysia or otherwise, caused by, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relatesengagement evidenced hereby. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company The Employer will reimburse any Indemnified Party for all reasonable out-of-pocket any expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) by an Indemnified Party in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit action or proceeding arising therefrom, whether or not resulting in liability; provided, however, that at the time of such reimbursement the Indemnified Party shall have entered into an agreement with the Employer whereby the Indemnified Party agrees to repay all such reimbursed amounts if it is determined in a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought final judgement by or on behalf a court of competent jurisdiction that the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer Indemnified Party is not entitled to credit indemnity from Orpheus. Notwithstanding the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any natureforegoing, the amount payable Employer shall not be grossed up liable to any Indemnified Party under the foregoing indemnification provision to the extent necessary that any loss, claim, damage, liability or expense results directly from any such Indemnified Party’s misconduct or gross negligence. b. If for any reason (other than a final non-appealable judgement finding any Indemnified Party liable for losses, claims, damages, liabilities or expenses for its gross negligence or willful misconduct) the foregoing indemnity is unavailable to ensure thatan Indemnified Party or insufficient to hold an Indemnified Party harmless, after such deduction or withholding, then the Employer shall contribute to the amount paid or payable by an Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received remains unchangedby the Employer on the one hand and Orpheus on the other, but also the relative fault by the Employer and the Indemnified Party, as well as any relevant equitable considerations, subject to the limitation that in no event shall the total contribution of all Indemnified Parties to all such losses, claims, damages, liabilities or expenses exceed the amount of fees actually received and retained by hereunder.

Indemnification. 7.1 To the fullest extent permitted by law, the The Company agrees to indemnify indemnify, defend and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") Parties from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, chargeslosses, tax or liabilities liabilities, actions, suits, proceedings and expenses (or actions in respect thereofincluding, without limitation, fees and disbursements of counsel), whether joint that may be incurred by or severalasserted or awarded against any Indemnified Party, to which such Indemnified Party may become subject, relating to or in each case arising out of this Agreement (including as a result of any breach or in connection with this Agreementinaccuracy of any representation, including without limitation, under chapter 4 of part 18 warranty or covenant of the ActCompany herein), the other Transaction Documents, or the transactions contemplated hereby or thereby, any use made or proposed to be made by the Company with the proceeds of the Common Stock Equity Offering, or any claim, litigation, investigation investigation, inquiry or proceeding relating thereto ("Losses")to any of the foregoing, regardless of whether any of such Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable and documented fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent that such claim, damage, loss, liability, or expense is found in a Final Order to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company, for or in connection with the transactions contemplated hereby, except to the extent such Losses have been finally judicially determined by liability is found in a Court final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful default on misconduct. In no event, however, shall the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal Company or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or insufficient to hold harmless any Indemnified Party, then punitive damages. Without the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by prior written consent of the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by lawParties, the Company agrees that it will reimburse not enter into any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened lawsuit, claim or any action, suit or other proceeding arising therefromout of this Agreement, whether the other Transaction Documents, or the transactions contemplated hereby or thereby, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not such Indemnified Party is include a party thereto and whether statement as to or not such claiman admission of fault, actionculpability, suit or proceeding is initiated or brought a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the Company, as applicable. 7.3 If use by unauthorized persons of any information made available to the performance Indemnified Parties by the Dealer Company or representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the other Transaction Documents, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for (x) any violation of Law by such Indemnified Party, or (y) to the extent that a claim, damage, loss, liability or expense is attributable to the Purchaser’s breach of any of its obligations under the representations, warranties, covenants or agreements made by the Purchaser in this Agreement represents for VAT purposes or in the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoiceTransaction Documents. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To Except as otherwise provided in this Article X, unless disputed as set forth in Section 10.02, the Company agrees to indemnify, defend and hold harmless the Investor and its affiliates and their respective officers, directors, agents, employees, subsidiaries, partners, members and controlling persons (each, an "INVESTOR INDEMNIFIED PARTY"), to the fullest extent permitted by law, the Company agrees to indemnify and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") law from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, charges, tax Damages directly resulting from or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or directly arising out of any breach of any representation or warranty, covenant or agreement by the Company in connection with this Agreement, including without limitationthe Registration Rights Agreement or the Warrant; PROVIDED, HOWEVER, that the Company shall not be liable under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such this Article X to an Investor Indemnified Party is a party thereto, except to the extent that such Damages resulted or arose from the breach by an Investor Indemnified Party of any such Losses have been finally judicially determined by a Court representation or warranty of competent jurisdiction to have resulted from fraudan Investor Indemnified Party contained in this Agreement or the gross negligence, gross negligence recklessness, willful misconduct or willful default on the part bad faith of such an Investor Indemnified Party. The parties intend that any Damages subject to indemnification pursuant to this Article X will be net of insurance proceeds. Accordingly, and the amount which the Company is required to reimburse, within 30 days of a written request, each such pay to any Investor Indemnified Party for hereunder (a "COMPANY INDEMNITY PAYMENT") will be reduced by any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought insurance proceeds actually recovered by or on behalf of any Investor Indemnified Party in reduction of the Companyrelated Damages. In addition, as applicable. 7.3 If the performance if an Investor Indemnified Party receives a Company Indemnity Payment required by the Dealer this Article X in respect of any of its obligations under this Agreement represents for VAT purposes Damages and subsequently receives any such insurance proceeds, then the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company Investor Indemnified Party will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer Indemnity Payment received less the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction Indemnity Payment that would have been due if the insurance proceeds had been received, realized or withholding on account of any tax of any nature, recovered before the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchangedCompany Indemnity Payment was made.

Indemnification. 7.1 To (a) The Company shall indemnify the fullest extent permitted by lawHolder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders or underwriter or persons deemed to be underwriters within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Company agrees Exchange Act or otherwise, arising from such registration statement. The Holder(s) of the Registrable Securities to indemnify and hold harmless on an after tax basis the Dealerbe sold pursuant to such registration statement, its Affiliates and their respective directorssuccessors and assigns, officersshall severally, employeesand not jointly, agents indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and controlling persons other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, in writing, for specific inclusion in such registration statement. (Dealer and each such person being an b) If any action is brought against a party hereto, ("Indemnified Party") from in respect of which indemnity may be sought against the other party ("Indemnifying Party"), such Indemnified Party shall promptly notify Indemnifying Party in writing of the institution of such action and againstIndemnifying Party shall assume the defense of such action, including the employment and hereby agrees that an fees of counsel reasonably satisfactory to the Indemnified Party. Such Indemnified Party shall have no liability the right to employ its or their own counsel in any such case, but the Company or its owners, associated companies, security holders or creditors for, any fees and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which expenses of such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of counsel shall be at the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any expense of such Indemnified Party is unless (i) the employment of such counsel shall have been authorized in writing by Indemnifying Party in connection with the defense of such action, or (ii) Indemnifying Party shall not have employed counsel to defend such action, or (iii) such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which may result in a party theretoconflict between the Indemnified Party and Indemnifying Party (in which case Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), except in any of which events, the reasonable fees and expenses of not more than one additional firm of attorneys designated in writing by the Indemnified Party shall be borne by Indemnifying Party. Notwithstanding anything to the extent that contrary contained herein, if Indemnified Party shall assume the defense of such action as provided above, Indemnifying Party shall not be liable for any settlement of any such Losses have been action effected without its written consent. (c) If the indemnification or reimbursement provided for hereunder is finally judicially determined by a Court court of competent jurisdiction to have resulted from fraudbe unavailable to an Indemnified Party (other than as a consequence of a final judicial determination of willful misconduct, bad faith or gross negligence or willful default on the part of such Indemnified Party), and to reimbursethen Indemnifying Party agrees, within 30 days in lieu of a written request, each indemnifying such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, contribute to the amount paid or payable by the such Indemnified Party (i) in such proportion as is appropriate to reflect the relative benefits received, or sought to be received, by Indemnifying Party on the one hand and by such Indemnified Party on the other or (ii) if (but only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of Indemnifying Party and of such Indemnified Party; provided, however, that in no event shall the aggregate amount contributed by a Holder exceed the profit, if any, earned by such ▇▇▇▇▇▇ as a result of such loss, claim, damage or liabilitythe exercise by him of the Warrants and the sale by him of the underlying shares of Common Stock. 7.2 To the fullest extent permitted by law, the Company will reimburse any (d) The rights accorded to Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company Parties hereunder shall pay to the Dealer the amount of VAT be in addition to any net feerights that any Indemnified Party may have at common law, cost by separate agreement or expense, provided the Dealer is not entitled to credit the VAT incurred as input taxotherwise. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the (a) The Company agrees to shall (i) indemnify and hold harmless on an after tax basis the Dealer, its Affiliates Manager and any Affiliate of the Manager and each of their respective directors, officers, employeesemployees and agents (each, agents and controlling persons (Dealer and each such person being an "“Indemnified Party"”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and against all losses, claims, damages, charges, tax expenses or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subjectsubject (except in respect of the broker-dealer engaged by the Manager in respect of placement of Contracts, relating to which shall be the sole liability of the Manager), insofar as such losses, claims, damages, expenses or arising liabilities (or actions, suits or proceedings including any inquiry or investigation or claims in respect thereof) arise out of of, in any way relate to, or in connection with result from the transactions contemplated by, this Agreement, including without limitation, under chapter 4 of part 18 and (ii) reimburse each of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party Parties upon its demand for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for preparing to defend or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage damage, liability, action or liability. 7.2 To the fullest extent permitted by lawclaim, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice in each case only to the Company) extent that funds are available therefor in accordance with the Security Agreement; provided, however, that none of the Indemnified Parties shall have the right to be so indemnified hereunder for losses, claims, damages, expenses or liabilities to the extent resulting from its own negligence or willful misconduct or for losses, claims, damages, expenses or liabilities that it is required to pay to any broker-dealer that it has engaged in connection with the investigation ofContracts or other liabilities. If any action is brought against an Indemnified Party indemnified or intended to be indemnified pursuant to this Section 2.12, preparation for or defense or settlement of any pending or threatened claim or any the Company shall, if requested by such Indemnified Party, resist and defend such action, suit or proceeding arising therefrom, whether or not cause the same to be resisted and defended by counsel reasonably satisfactory to such Indemnified Party is a party thereto and whether Party, but shall not be empowered to compromise or not settle such claim, action, suit or proceeding is initiated unless such Indemnified Party has been fully indemnified for any loss, claim, damage, expense or brought liability it thereby suffers. Each Indemnified Party shall, unless the Indemnified Party has made the request described in the preceding sentence and such request has been complied with, have the right to employ its own counsel to investigate and control the defense of any matter covered by or on behalf such indemnity and the reasonable fees and expenses of such counsel shall be at the expense of the Company, as applicable. 7.3 If the performance by the Dealer . Any obligations of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal Section 2.12 are Deferred Expenses and the Manager shall have recourse solely to the VAT chargeable on LOC Reimbursement Account for such obligations of the supply on receipt Company (and not to any other assets of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursedthe Company) and shall be paid in the priority specified in the applicable sections of Article VII of the Security Agreement. The Manager hereby expressly consents to such limited recourse to the Dealer LOC Reimbursement Account and to such priorities of distributions set forth in respect Article VII of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input taxSecurity Agreement. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law(a) The Borrower hereby indemnifies and holds harmless each Finance Party, the Company agrees to indemnify Funding Agents and hold harmless on an after tax basis the Dealer, its each of their respective Affiliates and their (and their Affiliates’) respective directors, officers, employeesadvisors, agents directors and controlling persons employees (Dealer and each such person being an "collectively, the “Indemnified Party"Parties”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, chargeslosses, tax or liabilities liabilities, costs and expenses (or actions in respect thereofincluding fees and disbursements of counsel, which must be reasonable so long as no Event of Default is continuing), whether joint or several, to which such that may be incurred by or asserted or awarded against any Indemnified Party may become subject(including in connection with any investigation, relating to litigation or proceeding or the preparation of a defence in connection therewith), in each case arising out of or in connection with or by reason of this Agreement, including without limitationthe other Finance Documents, under chapter 4 of part 18 the Funding Agreement or the transactions contemplated hereby or thereby or any actual or proposed use of the Actproceeds of the Loans (collectively, or any claim, litigation, investigation or proceeding relating thereto ("Losses"the “Indemnified Liabilities”), regardless of whether any of such Indemnified Party is a party thereto, except (i) to the extent that any such Losses have been finally judicially determined claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a Court court of competent jurisdiction to have resulted primarily from fraud, such Indemnified Party’s gross negligence or willful default wilful misconduct or is a claim, damage, loss, liability or expense which would have been compensated under other provisions of the Finance Documents but for any exclusions applicable thereunder and (ii) with respect to claims, damages, losses, liability or expenses arising solely under the Funds Flow Agreement, to the extent the same are not attributable to the Borrower’s breach of the terms thereof. (b) In the case of an investigation, litigation or other proceeding to which the indemnity in this Clause 13.6 (Indemnification) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its directors, security holders or creditors, an Indemnified Party or any other Person or an Indemnified Party is otherwise a party thereto. (c) Each Indemnified Party shall: (i) furnish the Borrower with prompt notice of any action, suit or other claim covered by this Clause 13.6 (Indemnification); (ii) not agree to any settlement or compromise of any such action, suit or claim without the Borrower’s prior consent; (iii) cooperate fully in the Borrower’s defence of any such action, suit or other claim (provided that the Borrower shall reimburse such Indemnified Party for its out-of-pocket expenses incurred pursuant hereto, which must be reasonable so long as no Event of Default is continuing); and (iv) at the Borrower’s request, permit the Borrower to assume control of the defence of any such claim, other than regulatory, supervisory or similar investigations, provided that: (A) the Borrower acknowledges in writing its obligations to indemnify such Indemnified Party in accordance with the terms herein in connection with such claims; (B) the Borrower shall keep such Indemnified Party fully informed with respect to the conduct of the defence of such claim; (C) the Borrower shall consult in good faith with such Indemnified Party (from time to time and before taking any material decision) about the conduct of the defence of such claim; (D) the Borrower shall conduct the defence of such claim properly and diligently taking into account its own interests and those of such Indemnified Party; (E) the Borrower shall employ counsel reasonably acceptable to such Indemnified Party and at the Borrower’s expense; and (F) the Borrower shall not enter into a settlement with respect to such claim unless either: (I) such settlement involves only the payment of a monetary sum, does not include any performance by or an admission of liability or responsibility on the part of such Indemnified Party, Party and to reimburse, within 30 days of contains a written request, each provision unconditionally releasing such Indemnified Party for and each other Indemnified Party from, and holding all such Persons harmless against, all liability in respect of claims by any reasonable legal releasing party; or (II) such Indemnified Party provides written consent to such settlement (such consent not to be unreasonably withheld or delayed). (d) Notwithstanding the Borrower’s election to assume the defence of an action, suit or other expenses incurred in connection with investigatingclaim pursuant to paragraph (c) above, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such action, suit or claim and the Borrower shall bear the fees, costs and expenses of such separate counsel if: (i) the use of counsel chosen by the Borrower to represent such Indemnified Party would present such counsel with an actual or potential conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and such Indemnified Party and such Indemnified Party shall have concluded that there may be legal defences available to it which are different from or additional to those available to the Borrower and determined that it is necessary to employ separate counsel in order to pursue such defences (in which case the Borrower shall not have the right to assume the defence of such action on such Indemnified Party’s behalf); (iii) the Borrower shall not have employed counsel reasonably acceptable to such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of the institution of such action; or (iv) the Borrower authorises such Indemnified Party to employ separate counsel at the Borrower’s expense. (e) If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of: (i) making or filing a claim or proof against the Borrower; (ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings; the Borrower shall as an independent obligation, within three (3) Business Days of demand, indemnify each Indemnified Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of such loss, claim, damage the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any rates of exchange available to that Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to at the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any time of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoicethat Sum. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by lawEach party required to deliver an Assessment of Compliance and an Accountant’s Attestation and/or an Item 1123 Certification under Article XIV (each, the Company agrees to a “Responsible Party) shall indemnify and hold harmless on an after tax basis the DealerTrust Administrator, its Affiliates the Master Servicer and the Depositor and each of their respective directors, officers, employees, agents agents, and controlling persons (Dealer and each such person being an "Indemnified Party") affiliates from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all claims, losses, claims, damages, chargespenalties, tax or liabilities (or actions in respect thereof)fines, whether joint or severalforfeitures, to which such Indemnified Party may become subjectreasonable legal fees and related costs, relating to or judgments and other costs and expenses arising out of or based upon (a) any breach by such Responsible Party of any if its obligations under this Article XIV including particularly its obligation to provide any Back-Up Certification, any Assessment of Compliance and an Accountant’s Attestation and/or an Item 1123 Certification or any information, data or materials required to be included in any 1934 Act report,, (b) any misstatement or omission in any information, data or materials provided by such Responsible Party (or, in the case of the Trust Administrator or Master Servicer, any material misstatement or material omission in (i) any 1123 Certification, Assessment of Compliance or Accountant’s Attestation delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement or (ii) any additional Form 10-D, Form 10-K or Form 8-K disclosure concerning the Master Servicer or the Trust Administrator, or (c) the negligence, bad faith or willful misconduct of such Responsible Party in connection with this Agreement, including without limitation, under chapter 4 the performance of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relatesif its obligations hereunder. If the indemnification provided for any reason the foregoing indemnification herein is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Partythe Master Servicer, the Trust Administrator or the Depositor, then the Company each Responsible Party agrees that it shall contribute, to the maximum extent permitted by law, contribute to the amount paid or payable by Trust Administrator, the Indemnified Party Master Servicer or the Depositor, as applicable, as a result of such lossany claims, claimlosses, damage damages or liability. 7.2 To liabilities incurred by the fullest extent permitted by lawMaster Servicer, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to Trust Administrator or the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the CompanyDepositor, as applicable. 7.3 If , in such proportion as is appropriate to reflect the performance by relative fault of Trust Administrator or the Dealer Depositor, as applicable, on the one hand and such Responsible Party, on the other. This indemnification shall survive the termination of this Agreement or the termination of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant party to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To You agree to defend, indemnify, and hold harmless the fullest Company, its advertisers, licensors, subsidiaries and other affiliated companies, and their employees, contractors, officers, agents and directors from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use of this site, or any services, information or products from this site, or any violation of this Agreement. The Company reserves the right, at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with the Company in asserting any available defenses. LEGAL COMPLIANCE Company may suspend or terminate this Agreement or User’s use immediately upon receipt of any notice which alleges that User has used this site for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, contractors or employees. In such event, Company may disclose the User’s identity and contact information, if requested by a government or law enforcement body or as a result of a subpoena or other legal action, and Company shall not be liable for damages or results thereof and User agrees not to bring any action or claim against Company for such disclosure. CHOICE OF LAW AND FORUM This site (excluding third party linked sites) is controlled by the Company from its offices within the Kingdom of the Netherlands. It can be access from other countries around the world to the extent permitted by lawsite. As each of these places has laws that may differ from the Kingdom of the Netherlands, by accessing this site, both you and the Company agrees agree that the statues and laws of the Kingdom of the Netherlands shall apply to indemnify and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company any actions or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or claims arising out of or in connection with relation to this AgreementAgreement or your use of this site, including without limitation, under chapter 4 regard to conflicts of part 18 laws principles thereof. You and the Company also agree and hereby submit to the filing of any claim only in the exclusive personal jurisdiction and venue of the Act, Kingdom of the Netherlands and any legal proceedings shall be conducted in the Dutch language. The Company makes no representation that materials on this site are appropriate or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Partyavailable for use in other locations, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relatesaccessing them from territories where their contents are illegal is prohibited. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company This Agreement shall contribute, to the maximum extent permitted by law, to the amount paid or payable not be governed by the Indemnified Party as a result United Nations Convention on Contracts for the Sale of such lossGoods. CLAIMS OR REPRESENTATIONS EVERY EFFORT HAS BEEN MADE TO ACCURATELY REPRESENT THIS PRODUCT AND IT’S POTENTIAL. EVEN THOUGH THIS INDUSTRY IS ONE OF THE FEW WHERE ONE CAN WRITE THEIR OWN CHECK IN TERMS OF EARNINGS, claimTHERE IS NO GUARANTEE THAT YOU WILL EARN ANY MONEY USING THE TECHNIQUES AND IDEAS IN THESE MATERIALS. EXAMPLES IN THESE MATERIALS ARE NOT TO BE INTERPRETED AS A PROMISE OR GUARANTEE OF EARNINGS. EARNING POTENTIAL IS ENTIRELY DEPENDENT ON THE PERSON USING OUR PRODUCT, damage or liabilityIDEAS AND TECHNIQUES. WE DO NOT PURPORT THIS AS A “GET RICH SCHEME. 7.2 To the fullest extent permitted by law” ANY CLAIMS MADE OF ACTUAL EARNINGS OR EXAMPLES OF ACTUAL RESULTS CAN BE VERIFIED UPON REQUEST. YOUR LEVEL OF SUCCESS IN ATTAINING THE RESULTS CLAIMED IN OUR MATERIALS DEPENDS ON THE TIME YOU DEVOTE TO THE PROGRAM, the Company will reimburse any Indemnified Party for all reasonable outIDEAS AND TECHNIQUES MENTIONED, YOUR FINANCES, KNOWLEDGE AND VARIOUS SKILLS. SINCE THESE FACTORS DIFFER ACCORDING TO INDIVIDUALS, WE CANNOT GUARANTEE YOUR SUCCESS OR INCOME LEVEL. NOR ARE WE RESPONSIBLE FOR ANY OF YOUR ACTIONS. MATERIALS IN OUR PRODUCT AND OUR WEBSITE MAY CONTAIN INFORMATION THAT INCLUDES OR IS BASED UPON FORWARD-ofLOOKING STATEMENTS WITHIN THE MEANING OF THE USA SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation ofLOOKING STATEMENTS GIVE OUR EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. YOU CAN IDENTIFY THESE STATEMENTS BY THE FACT THAT THEY DO NOT RELATE STRICTLY TO HISTORICAL OR CURRENT FACTS. THEY USE WORDS SUCH AS “ANTICIPATE,” “ESTIMATE,” “EXPECT,” “PROJECT,” “INTEND,” “PLAN,” “BELIEVE,” AND OTHER WORDS AND TERMS OF SIMILAR MEANING IN CONNECTION WITH A DESCRIPTION OF POTENTIAL EARNINGS OR FINANCIAL PERFORMANCE. ANY AND ALL FORWARD LOOKING STATEMENTS HERE OR ON ANY OF OUR SALES MATERIAL ARE INTENDED TO EXPRESS OUR OPINION OF EARNINGS POTENTIAL. MANY FACTORS WILL BE IMPORTANT IN DETERMINING YOUR ACTUAL RESULTS AND NO GUARANTEES ARE MADE THAT YOU WILL ACHIEVE RESULTS SIMILAR TO OURS OR ANYBODY ELSES, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicableIN FACT NO GUARANTEES ARE MADE THAT YOU WILL ACHIEVE ANY RESULTS FROM OUR IDEAS AND TECHNIQUES IN OUR MATERIAL. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To (a) The Company shall indemnify the fullest extent permitted by lawMember, Manager or any officer of the Company agrees to indemnify and hold harmless on (as such, an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "“Indemnified Party"”) from and againstwho was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and hereby agrees that an Indemnified Party shall have no liability to the Company whether formal or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities informal (or actions in respect thereofa “Proceeding”), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 a Proceeding brought on behalf of the ActMember, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of because such Indemnified Party is or was a party theretoMember, except to Manager or officer of the extent that any such Losses have been finally judicially determined by a Court Company, or is or was serving at the request of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result manager, director, trustee, partner or officer of such lossanother entity, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse against any Indemnified Party for all liability and reasonable out-of-pocket expenses (including reasonable counsel fees and expensesattorneys’ fees) as they are incurred (after notice to the Company) by such Indemnified Party in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Proceeding unless such Indemnified Party is has engaged in willful misconduct or a party thereto and whether knowing violation of the criminal law or not such claim, action, suit or proceeding is initiated or brought has knowingly exceeded the authority granted by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal or unless such Proceeding is to the VAT chargeable enforce contractual obligations of a Member under this Agreement or otherwise. No amendment of this Section shall have any effect on the supply on receipt of a valid VAT invoicerights provided herein with respect to any act or omission occurring prior to such amendment. 7.4 Where a sum is payable (b) The Company shall make advances or reimbursedreimbursements for reasonable expenses (including attorneys’ fees) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those feesany Indemnified Party claiming indemnification under this Section, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer unless it has been determined that such Indemnified Party is not entitled to credit indemnification because of a failure to meet the VAT incurred as input taxstandards set forth in this Section. Such advances or reimbursements shall be conditioned upon receipt from the Indemnified Party claiming indemnification of a written undertaking to repay the amount of such advances or reimbursements if it is ultimately determined that such Indemnified Party is not entitled to indemnification. 7.5 If in respect of a payment (c) The determination that indemnification under this Agreement Section is permissible, and of the Company is obliged to make any deduction or withholding on account reasonableness of any tax of any natureexpenses and attorney’s fees, the amount payable shall be grossed up determined by the Member. These determinations may be made before or after a claim for indemnification is made. (d) No Indemnified Party shall be entitled to indemnification pursuant to this Section to the extent necessary such Indemnified Party is entitled to ensure thatindemnification by or from another person or entity, after such deduction including an insurer. (e) The Company may purchase and maintain insurance to indemnify it against the whole or withholding, any portion of the amount received remains unchangedliability assumed by it in accordance with this Section.

Indemnification. 7.1 A. To the fullest extent permitted by law, the Company agrees to indemnify for work or services provided under this Agreement, Contractor shall indemnify, defend, and hold harmless on an after tax basis DISTRICT and the DealerCounty of Sacramento, its Affiliates and their respective governing and advisory Boards, (emphasis added for clarity) officers, directors, officersofficials, employees, and authorized volunteers and agents and controlling persons (Dealer and each such person being an "collectively “Indemnified Party") Parties”), from and againstagainst any and all claims, demands, actions, losses, liabilities, damages, and hereby agrees that all expenses and costs incidental thereto (collectively “Claims”), including cost of defense, settlement, arbitration, and reasonable attorneys' fees, resulting from injuries to or death of persons, including but not limited to employees of either Party hereto, and damage to or destruction of property, or loss of use or reduction in value thereof, including but not limited to the property of either Party hereto, and recovery of monetary losses incurred by an Indemnified Party shall have no liability directly attributable to the Company performance of Contractor, arising out of, pertaining to, or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to the negligence, recklessness, or arising out willful misconduct of Contractor, its employees, Contractor’s subconsultants or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Actsubcontractors at any tier, or any claimother party for which Contractor is legally liable under law. B. The right to defense and indemnity under this Section shall initiate upon occurrence of an event giving rise to a Claim and, litigationthereafter, investigation or proceeding relating thereto ("Losses")upon tender in writing to Contractor. Contractor shall defend Indemnified Parties with counsel reasonably acceptable to County. Notwithstanding the foregoing, regardless of whether any of such Indemnified Party is a party theretoCounty shall be entitled, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Partyits own behalf, and at the expense of Contractor, to reimburse, within 30 days assume control of a written request, each such Indemnified Party for any reasonable legal its defense or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to defense of any Indemnified Party in any legal action, with counsel reasonably selected by it. Should County elect to initially assume control of its defense, or insufficient to hold harmless the defense of any Indemnified Party, then it does so without prejudice to its right to subsequently request that Contractor thereafter assume control of the Company defense and pay all reasonable attorneys’ fees and costs incurred thereby. C. This indemnity obligation shall contributenot be limited by the types and amounts of insurance or self-insurance maintained by Contractor or Contractor’s subconsultants or subcontractors at any tier. D. Nothing in this Indemnity obligation shall be construed to create any duty to, any standard of care with reference to, or any liability or obligation, contractual or otherwise, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liabilityany third party. 7.2 To E. The provisions of this Indemnity obligation shall survive the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for expiration or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf termination of the Company, as applicableAgreement. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To (a) Except as otherwise provided in this Article IX, unless disputed as set forth in Section 9.2, the Company agrees to indemnify, defend and hold harmless the Investor and its affiliates and their respective officers, directors, agents, employees, subsidiaries, partners, members and controlling persons (each, an “Investor Indemnified Party”), to the fullest extent permitted by lawlaw from and against any and all Damages directly resulting from or directly arising out of any breach of any representation or warranty, covenant or agreement (except as otherwise specifically provided) by the Company in this Agreement, the Registration Rights Agreement or the Warrant; provided, however, that the Company shall not be liable under this Article IX to an Investor Indemnified Party to the extent that such Damages resulted or arose from the breach by an Investor Indemnified Party of any representation, warranty, covenant or agreement of an Investor Indemnified Party contained in this Agreement, the Registration Rights Agreement or the Warrant or the negligence, recklessness, willful misconduct or bad faith of an Investor Indemnified Party. The parties intend that any Damages subject to indemnification pursuant to this Article IX will be net of insurance proceeds (which the Investor Indemnified Party agrees to indemnify use commercially reasonable efforts to recover). Accordingly, the amount which the Company is required to pay to any Investor Indemnified Party hereunder (a “Company Indemnity Payment”) will be reduced by any insurance proceeds actually recovered by or on behalf of any Investor Indemnified Party in reduction of the related Damages. In addition, if an Investor Indemnified Party receives a Company Indemnity Payment required by this Article IX in respect of any Damages and subsequently receives any such insurance proceeds, then the Investor Indemnified Party will pay to the Company an amount equal to the Company Indemnity Payment received less the amount of the Company Indemnity Payment that would have been due if the insurance proceeds had been received, realized or recovered before the Company Indemnity Payment was made. (b) Except as otherwise provided in this Article IX, unless disputed as set forth in Section 9.2, the Investor agrees to indemnify, defend and hold harmless on an after tax basis the Dealer, Company and its Affiliates affiliates and their respective officers, directors, officersagents, employees, agents subsidiaries, partners, members and controlling persons (Dealer and each such person being an "each, a “Company Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof”), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by lawlaw from and against any and all Damages directly resulting from or directly arising out of any breach of any representation or warranty, covenant or agreement by the Investor in this Agreement, the Registration Rights Agreement or the Warrant; provided, however, that the Investor shall not be liable under this Article IX to a Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with extent that such Damages resulted or arose from the investigation of, preparation for or defense or settlement breach by a Company Indemnified Party of any pending representation, warranty, covenant or threatened claim or any action, suit or proceeding arising therefrom, whether or not such agreement of a Company Indemnified Party contained in this Agreement, the Registration Rights Agreement or the Warrant or negligence, recklessness, willful misconduct or bad faith of a Company Indemnified Party. The parties intend that any Damages subject to indemnification pursuant to this Article IX will be net of insurance proceeds (which the Company agrees to use commercially reasonable efforts to recover). Accordingly, the amount which the Investor is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought required to pay to any Company Indemnified Party hereunder (an “Investor Indemnity Payment”) will be reduced by any insurance proceeds theretofore actually recovered by or on behalf of any Company Indemnified Party in reduction of the Companyrelated Damages. In addition, as applicable. 7.3 If the performance if a Company Indemnified Party receives an Investor Indemnity Payment required by the Dealer this Article IX in respect of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of Damages and subsequently receives any supply of goods or services to such insurance proceeds, then the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company Indemnified Party will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, Investor an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer Investor Indemnity Payment received less the amount of VAT in addition to any net feethe Investor Indemnity Payment that would have been due if the insurance proceeds had been received, cost realized or expense, provided recovered before the Dealer is not entitled to credit the VAT incurred as input taxInvestor Indemnity Payment was made. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To Each Party (the fullest extent permitted by law“Indemnitor”) shall release, the Company agrees to defend, indemnify and hold harmless on an after tax basis the Dealerother party, its Affiliates affiliates, its contractors, and their respective members, partners, directors, officers, shareholders, managers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") representatives from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, damages, fines, liens, levies, penalties, claims, damagesdemands, chargescauses of action, tax suits, legal or liabilities administrative proceedings, orders, governmental actions and judgments of every kind and character, and any and all costs and expenses (or actions in respect thereof)including, whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 reasonable attorneys’ fees, reasonable expert witness fees, and court costs) related thereto (collectively, “Claims”) which arise out of, result from or relate in any way, directly or indirectly, to (a) a breach of part 18 this Agreement by the Indemnitor, or (b) the acts or omissions hereunder of the ActIndemnitor or its affiliates, contractors, and their respective members, partners, directors, officers, shareholders, managers, employees, agents and representatives. Producer shall specifically defend, indemnify and hold Gavilon (and its respective Indemnitee Group) harmless from and against any and all Claims asserted by third parties that arise from the condition or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless quality of whether any of such Indemnified Party is a party theretothe Product sold hereunder, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on Claims are the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such lossthe acts or omissions of Gavilon, claim, damage its agents or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified third party following Delivery hereunder. The Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after claiming indemnification shall give prompt written notice to the Company) Indemnitor of any matter for which the Indemnitor may become liable under this provision. Such notice shall contain full details of the matter in connection order to provide the Indemnitor with sufficient information to assess its potential liability and to undertake defense of the Claim. The indemnified Party shall have the right at all times to participate in the preparation for and conducting of any hearing, trial or other proceeding related to the provisions of this Section, as well as the right to appear on its own behalf at any such hearing, trial or other proceeding. Any such participation or appearance by the indemnified Party shall be at its sole cost and expense. The indemnified Party shall cooperate in all reasonable respects with the investigation of, preparation for or defense or settlement of Indemnitor and its counsel in defending any pending or threatened claim or Claims and shall not take any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company action that is taxable at a positive rate (other than where reasonably likely to be detrimental to such defense. The Indemnitor shall obtain written approval from the reverse charge applies), the Company will pay indemnified Party prior to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable any settlement that might impose obligations or restrictions on the supply on receipt of a valid VAT invoiceindemnified Party. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law(i) The Company shall reimburse, the Company agrees to indemnify and hold harmless on an after tax basis the DealerAdvisor Parties, its Affiliates to the fullest and their respective directorsbroadest extent permitted by law and under the Company’s Articles of Incorporation and Bylaws, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, chargesliabilities, tax or liabilities costs and expenses of any nature whatsoever, including, without limitation, attorney’s fees, court costs, and similar fees and expenses (or actions in “Expenses”) with respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of this Agreement or the performance by the Advisor of its responsibilities and obligations hereunder (including any pending or threatened litigation except for any Proceeding filed by a member or manager of the Advisor against the Advisor), from any acts or omission of the Advisor (including ordinary negligence and any action taken by the Advisor following a directive by the Board of Directors in connection its capacity as such), except with respect to Expenses with respect to or arising out of the Advisor Party’s gross negligence, bad faith or willful misconduct, or reckless disregard of its duties under this Agreement; provided, including without limitationhowever, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except that to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified an Advisor Party for any reasonable legal or other expenses incurred in connection actually recovers insurance proceeds with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable respect to any Indemnified matter for which the Advisor Party or insufficient is entitled to hold harmless any Indemnified Partyindemnification, then the Company amount payable to such Advisor Party under this Section 15.03 in respect of such matter shall contributebe reduced by the amount of such recovered insurance proceeds. (ii) The Advisor shall reimburse, indemnify and hold harmless the Company, to the maximum fullest and broadest extent permitted by law, from and against any and all Expenses in respect of or arising from any acts or omissions of the Advisor constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of the Advisor under this Agreement; provided, however, that to the extent the Company actually recovers insurance proceeds with respect to any matter for which the Company is entitled to indemnification, then the amount paid payable to the Company under this Section 15.03 in respect of such matter shall be reduced by the amount of such recovered insurance proceeds. (iii) Promptly after receipt by an Advisor Party or payable the Company (an Advisor Party and the Company are each sometimes hereinafter referred to as an “Indemnified Party”) of notice of the commencement (or threat of commencement) of any Proceeding, the Indemnified Party shall, if a claim in respect thereof is to be made pursuant hereto, notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any Indemnified Party pursuant to this Section 15.03. In case any such Proceeding shall be brought against an Indemnified Party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such Indemnified Party and, after notice from the indemnifying party to such Indemnified Party of the indemnifying party’s election to assume the defense thereof, the indemnifying party shall not be liable to such Indemnified Party under Section 15.03 hereof, as applicable, for any legal expenses of other counsel retained by the Indemnified Party or any of the expenses related thereto, in each case subsequently incurred by such Indemnified Party, unless (a) the indemnifying party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (b) the named parties to any such Proceeding (including any impleaded parties) include both the indemnifying party and Indemnified Party and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of the Indemnified Party, due to actual or potential differing interests between them. The obligations of the indemnifying party under this Section 15.03 shall be in addition to any liability which the indemnifying party otherwise may have under applicable law or otherwise. (iv) The Company shall advance funds to an Advisor Party upon request for any expenses and other costs incurred as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim Proceeding or the initiation of a Proceeding by any actionAdvisor Party if (a) such Proceeding relates to or arises out of, suit or proceeding arising therefromis alleged to relate to or arise out of or has been caused or alleged to have been caused in whole or in part by, whether any action or inaction on the part of the Advisor Party in the performance of its duties or provision of its services hereunder; and (b) the Advisor Party undertakes to repay any funds advanced pursuant to this Section 15.03(iv) in cases in which such Advisor Party would not be entitled to indemnification under this Section 15.03. If advances are required under this Section 15.03(iv), the Advisor Party shall furnish the Company with an undertaking as set forth in clause (b) of the preceding sentence and shall thereafter have the right to ▇▇▇▇ the Company for, or otherwise require the Company to pay, at any time and from time to time after such Indemnified Advisor Party shall become obligated to make payment therefor, any and all reasonable amounts for which such Advisor Party is entitled to indemnification under Section 15.03, and the Company shall pay the same within thirty (30) days after request for payment. In the event that a party thereto determination is made by a court of competent jurisdiction or an arbitrator that the Company is not so obligated in respect of any amount paid by it to a particular Advisor Party, such Advisor Party will refund such amount within thirty (30) days of such determination, and whether in the event that a determination by a court of competent jurisdiction or an arbitrator is made that the Company is so obligated in respect to any amount not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance paid by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services Company to the Company that is taxable at a positive rate (other than where the reverse charge applies)particular Advisor Party, the Company will pay such amount to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt such Advisor Party within thirty (30) days of a valid VAT invoicesuch final determination. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To (a) From and after the fullest extent permitted by lawEffective Time through the sixth anniversary of the Effective Date, the Company RCFC (and any successor) agrees to indemnify and hold harmless on an after tax basis the Dealereach present and former director, officer and employee of Bayonne and its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer Subsidiaries and each such person being officer or employee of Bayonne and its Subsidiaries that is serving or has served as a director or trustee of another entity expressly at Bayonne's request or direction (each, an "Indemnified Party") from and against), and hereby agrees that an Indemnified Party shall have no liability to the Company against any costs or its ownersexpenses (including reasonable attorneys' fees), associated companiesjudgments, security holders or creditors forfines, any and all amount paid in settlement, losses, claims, damages, charges, tax damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or actions in respect thereofinvestigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement), whether joint asserted or severalclaimed prior to, at or after the Effective Time, and to which advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Bayonne and its Subsidiaries and as then permitted under the DGCL. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify RCFC thereof, but the failure to so notify shall not relieve RCFC of any liability it may become subjecthave hereunder to such Indemnified Party if such failure does not materially and substantially prejudice the indemnifying party. In the event of any such claim, relating action, suit, proceeding or investigation, (i) RCFC shall have the right to or arising out assume the defense thereof with counsel reasonably acceptable to the Indemnified Party and RCFC shall not be liable to such Indemnified Party for any legal expenses of or other counsel subsequently incurred by such Indemnified Party in connection with this Agreementthe defense thereof, including without limitation, under chapter 4 except that if RCFC does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of part 18 of interest between RCFC and the Act, or any claim, litigation, investigation or proceeding relating thereto Indemnified Party ("Losses"and counsel for RCFC does not disagree), regardless of whether any of such the Indemnified Party is a party thereto, except may retain counsel satisfactory to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and RCFC shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to reimbursebe paid promptly as statements therefor are received; provided, within 30 days however, that RCFC shall be obligated pursuant to this paragraph (b) to pay for only one firm of a written request, each such counsel for all Indemnified Party for Parties in any reasonable legal or other expenses incurred in connection one jurisdiction with investigating, preparation for, providing evidence for or defending respect to any given claim, action, proceedingsuit, proceeding or investigation or judgement to which this indemnity relates. If unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) RCFC shall not be liable for any reason the foregoing indemnification settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld unless such settlement is unavailable to unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) RCFC shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party or insufficient in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, under the Company will reimburse any DGCL. The rights of each Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company hereunder shall pay to the Dealer the amount of VAT be in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input taxother rights such Indemnified Party may have under applicable law. 7.5 If (d) RCFC shall maintain Bayonne's existing directors and officers' insurance policy (or provide a policy providing comparable coverage and amounts on terms no less favorable to the persons currently covered by Bayonne's existing policy, including RCFC's existing policy if its meets the foregoing standard) covering persons who are currently covered by such insurance for a period of 3 years after the effective date. (e) In the event RCFC or any of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person or entity, then, and in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any natureeach such case, the amount payable shall be grossed up to the extent necessary necessary, proper provision shall be made so that the successors and assigns of RCFC assume the obligations set forth in this Section 4.14. (f) The provisions of this Section 4.14 are intended to ensure thatbe for the benefit of, after such deduction and shall be enforceable by, each Indemnified Party and his or withholding, the amount received remains unchangedher representatives.

Indemnification. 7.1 To (a) Except as otherwise provided in this Article IX, unless disputed as set forth in Section 9.2, the Company agrees to indemnify, defend and hold harmless the Investor and its affiliates and their respective officers, directors, agents, employees, subsidiaries, partners, members and controlling persons (each, an “Investor Indemnified Party”), to the fullest extent permitted by lawlaw from and against any and all Damages directly resulting from or directly arising out of any breach of any representation or warranty, covenant or agreement (except as otherwise specifically provided) by the Company in this Agreement, the Registration Rights Agreement or the Warrant; provided, however, that the Company shall not be liable under this Article IX to an Investor Indemnified Party to the extent that such Damages resulted or arose from the breach by an Investor Indemnified Party of any representation, warranty, covenant or agreement of an Investor Indemnified Party contained in this Agreement, the Registration Rights Agreement or the Warrant or the negligence, recklessness, willful misconduct or bad faith of an Investor Indemnified Party. The parties intend that any Damages subject to indemnification pursuant to this Article IX will be net of insurance proceeds (which the Investor agrees to indemnify use commercially reasonable efforts to recover or to cause any Investor Indemnified Party to recover). Accordingly, the amount which the Company is required to pay to any Investor Indemnified Party hereunder (a “Company Indemnity Payment”) will be reduced by any insurance proceeds actually recovered by or on behalf of any Investor Indemnified Party in reduction of the related Damages. In addition, if an Investor Indemnified Party receives a Company Indemnity Payment required by this Article IX in respect of any Damages and subsequently receives any such insurance proceeds, then the Investor will pay, or will cause such other Investor Indemnified Party to pay, to the Company an amount equal to the Company Indemnity Payment received less the amount of the Company Indemnity Payment that would have been due if the insurance proceeds had been received, realized or recovered before the Company Indemnity Payment was made. (b) Except as otherwise provided in this Article IX, unless disputed as set forth in Section 9.2, the Investor agrees to indemnify, defend and hold harmless on an after tax basis the Dealer, Company and its Affiliates affiliates and their respective officers, directors, officersagents, employees, agents subsidiaries, partners, members and controlling persons (Dealer and each such person being an "each, a “Company Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof”), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by lawlaw from and against any and all Damages directly resulting from or directly arising out of any breach of any representation or warranty, covenant or agreement by the Investor in this Agreement, the Registration Rights Agreement or the Warrant; provided, however, that the Investor shall not be liable under this Article IX to a Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with extent that such Damages resulted or arose from the investigation of, preparation for or defense or settlement breach by a Company Indemnified Party of any pending representation, warranty, covenant or threatened claim or any action, suit or proceeding arising therefrom, whether or not such agreement of a Company Indemnified Party contained in this Agreement, the Registration Rights Agreement or the Warrant or the negligence, recklessness, willful misconduct or bad faith of a Company Indemnified Party. The parties intend that any Damages subject to indemnification pursuant to this Article IX will be net of insurance proceeds (which the Company agrees to use commercially reasonable efforts to recover or to cause any Company Indemnified Party to recover). Accordingly, the amount which the Investor is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought required to pay to any Company Indemnified Party hereunder (an “Investor Indemnity Payment”) will be reduced by any insurance proceeds theretofore actually recovered by or on behalf of any Company Indemnified Party in reduction of the Companyrelated Damages. In addition, as applicable. 7.3 If the performance if a Company Indemnified Party receives an Investor Indemnity Payment required by the Dealer this Article IX in respect of any of its obligations under this Agreement represents for VAT purposes Damages and subsequently receives any such insurance proceeds, then the making by the Dealer of any supply of goods Company Indemnified Party will pay, or services will cause such other Company Indemnified Party to pay, to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, Investor an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer Investor Indemnity Payment received less the amount of VAT in addition to any net feethe Investor Indemnity Payment that would have been due if the insurance proceeds had been received, cost realized or expense, provided recovered before the Dealer is not entitled to credit the VAT incurred as input taxInvestor Indemnity Payment was made. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted 13.1 Any claim, suit, loss, judgment, damages, fines or expenses (hereinafter collectively referred to as a “Loss”) sustained by law, the Company agrees to indemnify and hold harmless on an after tax basis the DealerParty B, its Affiliates and their respective directors, officers, employees, agents and controlling persons or representatives (Dealer and each such person being an "hereinafter collectively referred to as “Indemnified Party"Parties”) from and against, and hereby agrees that an Indemnified Party shall have no liability to in the Company or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out performance of or in connection with their duties under this Agreement, including without limitationshall be fully indemnified by Party A. Party A shall hold each Indemnified Party harmless against any such Loss and/or liability, under chapter 4 of part 18 of unless it is finally determined through legal or administrative procedures or consultations between Party A and Party B that such Loss and/or liability is caused due to the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any fault of such Indemnified Party. 13.2 Notwithstanding any other provision of this Agreement, Indemnified Parties shall not be responsible for any loss of Party is a A or any third party theretocaused by any action or inaction, except to the extent that or by any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from frauderroneous decision, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified an Indemnity Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of discharging its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods Agreement, unless it is finally determined through legal or services administrative procedures or consultations between Party A and Party B that such loss was incurred due to the Company that is taxable at a positive rate (other than where fault of such Indemnified Party. 13.3 If, based on the reverse charge applies)experiences, capabilities or qualifications of the Indemnified Parties, the Company losses described in the above two sections can or should be expected, the Indemnified Parties shall promptly notify Party A of the possibility of such losses and fulfill appropriate duties and obligations as agreed herein. Otherwise, the Indemnified Parties will pay not be indemnified according to this indemnity clause. 13.4 This indemnity clause shall survive the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to termination of this Agreement, an amount equal to regardless of the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer manner in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under which this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchangedterminated.

Indemnification. 7.1 To The Company agrees to indemnify, defend and hold harmless the Purchaser and the Purchaser’s Affiliates and their respective officers, managers, directors, agents, employees, subsidiaries, partners, members and controlling persons (each, an “Indemnified Party”) to the fullest extent permitted by law, the Company agrees to indemnify and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") law from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claimsClaims (including, without limitation, any Claim by a third party), damages, chargesexpenses (including reasonable fees, tax disbursements and other charges of counsel incurred by the Indemnified Party in any action between the Company and the Indemnified Party or between the Indemnified Party and any third party (other than a third party who is an Affiliate of such Indemnified Party) or otherwise in the manner described in Section 8.2 below) or other liabilities (or actions in respect thereof)collectively, whether joint or several, to which such Indemnified Party may become subject, relating to “Losses”) resulting from or arising out of any breach of any representation or warranty, covenant or agreement by the Company in this Agreement (subject to the expiration of the survival of such representations and warranties, as provided in Section 10.1). In connection with this Agreement, including without limitation, under chapter 4 of part 18 the obligation of the ActCompany to indemnify for expenses as set forth above, or any claimthe Company shall, litigationupon presentation of appropriate invoices containing reasonable detail, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such reimburse each Indemnified Party for all such expenses (including reasonable fees, disbursements and other charges of counsel incurred by the Indemnified Party in any action between the Company and the Indemnified Party or between the Indemnified Party and any third party (other than a third party who is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part an Affiliate of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not by such Indemnified Party and to the extent so provided in Section 8.2 below; provided, however, that if an Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations reimbursed under this Agreement represents Article VIII for VAT purposes the making by the Dealer any expenses, such reimbursement of any supply of goods or services expenses shall be refunded to the Company extent it is finally judicially determined that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer Indemnified Party is not entitled to credit the VAT incurred as input taxindemnification hereunder. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the Company 1) Phage agrees to indemnify and hold harmless on an after tax basis the DealerPurchaser(s), its Affiliates Affiliates, and their each Person, if any, who controls Purchaser(s), or any of its Affiliates, within the meaning of the Securities Act or the Exchange Act (each, a "Controlling Person"), and the respective directorspartners, officersagents, employees, agents officers and controlling persons Directors of the Purchasers, their Affiliates and any such Controlling Person (Dealer and each such person being an a "Purchaser Indemnified Party") and collectively, the "Purchaser Indemnified Parties"), from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, chargesliabilities and expenses (including, tax without limitation and as incurred, reasonable costs of investigating, preparing or liabilities (defending any such claim or actions in respect thereof)action, whether joint or several, to which not such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Purchasers Indemnified Party is a party thereto, except provided that Phage will not be obligated to advance such costs to any the extent that any Purchasers Indemnified Party other than the Purchasers unless it has received from such Losses have been finally judicially the Purchasers Indemnified Party an undertaking to repay to Phage the costs so advanced if it should be determined by final judgment of a Court court of competent jurisdiction that such the Purchasers Indemnified Party was not entitled to indemnification hereunder with respect to such costs) which may be incurred by such the Purchasers Indemnified Party in connection with any investigative, administrative or judicial proceeding brought or threatened that relates to or arises out of, or is in connection with any activities contemplated by any Transaction Agreement or any other services rendered in connection herewith; provided that Phage will not be responsible for any claims, liabilities, losses, damages or expenses that are determined by final judgment of a court of competent jurisdiction to have resulted result from fraud, gross negligence or willful default on such the part of such Purchasers Indemnified Party's gross negligence, willful misconduct or bad faith. 2) The Purchasers agrees to indemnify and hold harmless Phage, its Affiliates, and to reimburseeach Person, if any, who controls Phage, or any of its Affiliates, within 30 days the meaning of the Securities Act or the Exchange Act (each, a written request"Controlling Person"), and the respective employees, officers and Directors of Phage (each such a "Company Indemnified Party for Party") and collectively, the "Company Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable legal or other expenses incurred in connection with costs of investigating, preparation for, providing evidence for preparing or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Company Indemnified Party is a party thereto and whether or thereto, provided that the Purchasers will not be obligated to advance such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of costs to any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services Company Indemnified Party other than Phage unless it has received from such Company Indemnified Party an undertaking to repay to the Company that is taxable at a positive rate (other than where Purchaser the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable costs so advanced if it should be determined by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt final judgment of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect court of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the competent jurisdiction that such Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is Indemnified Party was not entitled to credit indemnification hereunder with respect to such costs) which may be incurred by such Company Indemnified Party in connection with any investigative, administrative or judicial proceeding brought or threatened that relates to or arises out of, or is in connection with any activities contemplated by any Transaction Agreement or any other services rendered in connection herewith; provided that the VAT incurred as input tax. 7.5 If in respect Purchasers will not be responsible for any claims, liabilities, losses, damages or expenses that are determined by final judgment of a payment under this Agreement the court of competent jurisdiction to result from such Company is obliged to make any deduction Indemnified Party's gross negligence, willful misconduct or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchangedbad faith.

Indemnification. 7.1 To the fullest extent permitted by law(a) The Company, the Company agrees to indemnify as applicable, will indemnify, defend, exonerate and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") any Consultant Related Parties from and againstagainst any and all actions, causes of action, suits, claims, liabilities, losses, damages, costs and hereby agrees that an Indemnified Party shall have no liability expenses (including, without limitation reasonable attorneys’ fees, expenses and disbursements) incurred by such Consultant Related Parties or any of them before, on or after the date of this Agreement, arising out of, incurred in connection with or as a result of, or in any way relating to, (i) this Agreement or the conduct of the respective businesses of the Company or any members of the StandardAero Group, (ii) services provided by the Consultant or any Consultant Designee to the Company or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 members of the ActStandardAero Group from time to time pursuant to this Agreement or (iii) the exercise, enforcement or preservation of any claimrights or remedies under this Agreement (collectively, litigation, investigation or proceeding relating thereto ("Losses"the “Indemnified Liabilities”), regardless of whether any of such Indemnified Party is a party thereto, except ; provided that the foregoing indemnification rights will not be available to the extent that any such Losses have been finally judicially determined by a Court court of competent jurisdiction to have resulted from fraud, determines by final non-appealable judgment or order that such Indemnified Liabilities arose on account of such Consultant Related Party’s gross negligence or willful default on the part of such Indemnified Partymisconduct; and provided, further, that if and to reimbursethe extent that the foregoing right to indemnification may be unavailable or unenforceable for any reason, within 30 days the Company hereby agrees to make the maximum contribution to the payment and satisfaction of a written requesteach of the Indemnified Liabilities which is permissible under applicable law. (b) The Company, each such Indemnified as applicable, will reimburse any Consultant Related Party for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any reasonable legal or other expenses litigation-related expenses) as they are incurred in connection with investigating, preparation forpreparing, providing evidence for pursuing, defending or defending assisting in the defense of any action, claim, action, proceedingsuit, investigation or judgement proceeding for which the Consultant Related Party would be entitled to which this indemnity relates. If for any reason indemnification under the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Partyterms of Section 7(a), then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit action or proceeding arising therefrom, whether or not such Indemnified Consultant Related Party is a party thereto. The Company agree that it will not, without the prior written consent of the Consultant, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Consultant Related Party is a party thereto and whether or not has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Consultant Related Party from all liability, without future obligation or prohibition on the part of such Consultant Related Party, arising or that may arise out of such claim, actionaction or proceeding, suit and does not contain an admission of guilt or liability on the part of the Consultant Related Party. (c) The rights of any Consultant Related Party to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Consultant Related Party is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Company hereby acknowledges that each Consultant Related Party may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more persons or entities with whom or which such Consultant Related Party may be associated (including, without limitation, any other Consultant Related Party). The Company hereby acknowledges and agrees that (i) the Company shall be the indemnitors of first resort with respect to any Indemnified Liability, (ii) the Company shall be primarily liable for all Indemnified Liabilities and any indemnification afforded to any Consultant Related Party in respect of any Indemnified Liabilities, whether created by law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other person or entity with whom or which any Consultant Related Party may be associated (including, without limitation, any other Consultant Related Party) to indemnify such Consultant Related Party and/or advance expenses to such Consultant Related Party in respect of any proceeding is initiated shall be secondary to the obligations of the Company hereunder, (iv) the Company shall be required to indemnify each Consultant Related Party and advance expenses to each Consultant Related Party hereunder to the fullest extent provided herein without regard to any rights such Consultant Related Party may have against any other person or brought by entity with whom or which such Consultant Related Party may be associated (including, without limitation, any other Consultant Related Party) or insurer of any such person or entity and (v) the Company (on behalf of themselves and their respective insurers) irrevocably waives, relinquishes and releases any other person or entity with whom or which any Consultant Related Party may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the CompanyCompany hereunder. In the event any other person or entity with whom or which any Consultant Related Party may be associated (including, without limitation, any other Consultant Related Party) or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnified Liability owed by the Company or payable under any insurance policy provided under this Agreement, the payor shall have a right of subrogation against the Company or their respective insurer or insurers, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents , for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the all amounts so paid which would otherwise be payable by the Company to the Dealer pursuant to or their respective insurer or insurers under this Agreement, . In no event will payment of an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment Indemnified Liability under this Agreement by any other person or entity with whom or which any Consultant Related Party may be associated (including, without limitation, other Consultant Related Parties) or their insurers affect the obligations of the Company is obliged hereunder or shift primary liability for any Indemnified Liability to make any deduction other person or withholding on account of entity with whom or which such Consultant Related Party may be associated (including, without limitation, any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchangedother Consultant Related Party).

Indemnification. 7.1 To The Seller shall indemnify the fullest extent permitted by lawPurchaser and its successors, transferees, and assigns (including each Secured Party) (each of the Company agrees to indemnify and hold harmless on foregoing Persons being individually called an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "“Indemnified Party"”) from and against, and hereby agrees that an hold each Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors forharmless from, any and all costs, losses, claims, damages, chargesliabilities and related expenses (including the reasonable and documented out-of- pocket fees, tax or liabilities charges and disbursements of any outside counsel for any Indemnitee) (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 all of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such foregoing being collectively called “Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined Amounts”) incurred by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse awarded against any Indemnified Party for all reasonable out-of-pocket expenses by any Person (including reasonable counsel fees and expensesthe Seller) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not other than such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf arising out of the Company, as applicable. 7.3 If the performance any material breach by the Dealer Seller of any of its obligations under this Agreement represents for VAT purposes hereunder or arising as a result of the making failure of any representation or warranty of the Seller herein to be true and correct in all material respects on the date such representation or warranty was made; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Indemnified Amounts (w) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, fraud, bad faith or willful misconduct of such Indemnified Party or its reckless disregard of its duties hereunder or any Transaction Document, (x) result from a claim brought by the Dealer Seller against an Indemnified Party for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction Document, if the Seller has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (y) include any punitive, indirect, consequential, special damages, lost profits or other similar damages or (z) constitute Collateral Obligations which are uncollectible due to the financial inability to pay of any supply of goods or services to obligor on a Transferred Asset. If the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer Seller has made any payment pursuant to this Agreement, an amount equal to Section 2.2 and the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable recipient thereof later collects any payments from others (or reimbursedincluding insurance companies) to the Dealer in respect of any feessuch amounts or is found in a final and nonappealable judgment by a court of competent jurisdiction not to be entitled to such indemnification, costs or expenses paid or incurred by then the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company recipient agrees that it shall pay promptly repay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input taxSeller such amounts collected. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To From and after the fullest extent permitted by lawEffective Time, each of Parent and the Company agrees to indemnify Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless on each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, an after tax basis the Dealerofficer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to director or manager of the Company or any of its ownersSubsidiaries or who acts as a fiduciary under any Company Stock Plan, associated companiesin each case, security holders or creditors forwhen acting in such capacity (each an “Indemnified Party”) against all claims, any and all losses, claimsliabilities, damages, chargesjudgments, tax or liabilities (or actions in respect thereof)fines and reasonable fees, whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreementcosts and expenses, including without limitationattorneys’ fees and disbursements, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceedingsuit, investigation proceeding or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party investigation, whether civil, criminal, administrative or insufficient to hold harmless any Indemnified Partyinvestigative, then the Company shall contribute, arising out of or pertaining to the maximum extent permitted by law, to the amount paid or payable by fact that the Indemnified Party is or was an officer, director or manager of the Company or any of its Subsidiaries or, while a director, manager or officer of the Company or any of its Subsidiaries, is or was serving at the request of the Company or one of its Subsidiaries as a result an officer, director or manager of such lossanother Person, claimwhether pertaining to any act or omission occurring or existing prior to or at, damage but not after the Effective Time and whether asserted or liability. 7.2 To claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the transactions contemplated by this Agreement, in each case to the fullest extent that the Company would have been permitted to do so by law, the Company will reimburse any . Each Indemnified Party for all reasonable out-of-pocket will be entitled to advancement of expenses (including reasonable counsel fees and expensesattorneys’ fees) as they are incurred (after notice to in the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit suit, proceeding or proceeding investigation from and each of Parent and the Surviving Corporation within 90 days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided that any Indemnified Party to whom expenses are to be advanced provides prior to any receipt of such advances an undertaking, to the extent required by the DGCL or other applicable Law, to repay such advances if it is initiated or brought determined by or on behalf a final determination of a court of competent jurisdiction (which determination is not subject to appeal) that such Indemnified Party is not entitled to indemnification under applicable Law. Parent, US Holdco and Merger Sub agree that all rights to indemnification, advancement of expenses, and exculpation by the Company now existing in favor of each Indemnified Party as provided in the Charter Documents of the Company, in each case as applicable. 7.3 If in effect on the performance by the Dealer date of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, or pursuant to any other Contracts in effect on the date hereof, shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms; provided that the Indemnified Party to whom expenses are advanced provides an amount equal undertaking to repay such expenses if it is ultimately determined that such Person is not entitled to indemnification. For a period of six (6) years from the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification, and advancement of expenses no less favorable than the provisions of the Charter Documents of the Company as in effect immediately prior to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (Effective Time with respect to acts or reimbursed) omissions by any Indemnified Party occurring prior to the Dealer Effective Time, and shall not amend, repeal, or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party; provided that all rights to indemnification in respect of any fees, costs claim made for indemnification within such period shall continue until the disposition of such action or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount resolution of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input taxsuch claim. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To The Lenders severally agree to indemnify upon demand the fullest extent permitted by lawAdministrative Agent, the Company agrees Collateral Agent, and each Related Party of any of the foregoing (to indemnify the extent not reimbursed by the Borrower in accordance with its obligations under section 9.5), according to their respective Ratable Shares, and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") Indemnitee from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, charges, tax or liabilities (or actions Indemnified Liabilities in respect thereof)all cases, whether joint or severalnot caused by or arising, to which such Indemnified Party may become subjectin whole or in part, relating to or arising out of or in connection with this Agreementthe negligence of any Related Party; provided, including without limitation, under chapter 4 of part 18 of however that no Lender shall be liable for the Act, or payment to any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether Related Party for any portion of such Indemnified Party is a party thereto, except Liabilities to the extent that any such Losses have been finally judicially determined in a final, nonappealable judgment by a Court court of competent jurisdiction to have resulted from fraud, any such Related Party’s own gross negligence or willful default on misconduct; and provided further, however, that no action taken in accordance with the part directions of such Indemnified Party, and the Required Lenders shall be deemed to reimburse, within 30 days constitute gross negligence or willful misconduct for purposes of a written requestthis section. Without limitation of the foregoing, each such Indemnified Party Lender agrees to reimburse the Agents promptly upon demand for its ratable share of any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable all fees, expenses and disbursements of any law firm or other external counsel fees and, without duplication, the allocated cost of internal legal services and expensesall expenses and disbursements of internal counsel) as they are incurred (after notice to the Company) by any Agent in connection with the investigation preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer legal advice in respect of any feesrights or responsibilities under, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make or any deduction or withholding on account of any tax of any natureother Loan Document, the amount payable shall be grossed up to the extent necessary to ensure that, after that such deduction or withholdingAgent is not reimbursed for such by the Borrower. The undertaking in this Section shall survive termination of the Commitments, the amount received remains unchangedpayment of all other Obligations and the resignation of any Agent.

Indemnification. 7.1 To (a) From and after the Effective Time through the sixth anniversary of the Effective Time, MCBF agrees to indemnify and hold harmless each present and former director and officer of MSB and its Subsidiaries and each officer or employee of MSB and its Subsidiaries that is serving or has served as a director or trustee of another entity expressly at MSB’s request or direction (each, an “Indemnified Party”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, amounts paid in settlement, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Effective Time, as they are from time to time incurred, in each case to the fullest extent such person would have been indemnified or have the right to advancement of expenses pursuant to MSB’s articles of incorporation and bylaws as in effect on the date of this Agreement and to the fullest extent permitted by law, the Company agrees to indemnify and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons . (Dealer and each such person being an "Indemnified Party"b) from and against, and hereby agrees that an Any Indemnified Party shall have no liability wishing to the Company or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereofclaim indemnification under Section 5.13(a), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement upon learning of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit suit, proceeding or proceeding is initiated investigation, shall promptly notify MCBF thereof, but the failure to so notify shall not relieve MCBF of any liability it may have hereunder to such Indemnified Party if such failure does not materially and substantially prejudice MCBF. (c) MCBF shall maintain MSB’s existing directors’ and officers’ liability insurance policy (or brought provide a policy providing comparable coverage and amounts on terms no less favorable to the persons currently covered by MSB’s existing policy, including MCBF’s existing policy if it meets the foregoing standard) covering persons who are currently covered by such insurance for a period of three years after the Effective Time; provided, however, that in no event shall MCBF be obligated to expend, in order to maintain or on behalf provide insurance coverage pursuant to this Section 5.13(c), an amount per annum in excess of 150% of the Companyamount of the annual premiums paid by MSB as of the date hereof for such insurance (“Maximum Insurance Amount”); provided further, as applicablethat if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Insurance Amount, MCBF shall obtain the most advantageous coverage obtainable for an annual premium equal to the Maximum Insurance Amount. 7.3 If (d) In the performance by the Dealer of event MCBF or any of its obligations under this Agreement represents for VAT purposes successors or assigns (i) consolidates with or merges into any other person or entity and shall not be the making by the Dealer continuing or surviving corporation or entity of any supply such consolidation or merger or (ii) transfers or conveys all or substantially all of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer its properties and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition assets to any net feeperson or entity, cost or expensethen, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If and in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any natureeach such case, the amount payable shall be grossed up to the extent necessary necessary, proper provision shall be made so that the successors and assigns of MCBF assume the obligations set forth in this Section 5.13. (e) The provisions of this Section 5.13 are intended to ensure thatbe for the benefit of, after such deduction and shall be enforceable by, each Indemnified Party and his or withholding, the amount received remains unchangedher representatives.

Indemnification. 7.1 To the fullest extent permitted by law, and subject to the Company agrees to limitations set forth in Section 6 of this Agreement, each Party (the "Indemnifying Party") shall indemnify and hold harmless on an after tax basis the Dealerother Party, and its Affiliates current and future direct and indirect parent companies, affiliates and their respective directorsshareholders, officers, directors, employees, agents agents, servants and controlling persons assigns (Dealer and each such person being an collectively, the "Indemnified Party") and at the Indemnified Party's option, the Indemnifying Party shall defend the Indemnified Party from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all claims and/or liabilities for losses, claimsexpenses, damagesdamage to property, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating injury to or death of any person, including, but not limited to, the Indemnified Party's employees and its affiliates employees, subcontractors and subcontractors employees, or any other liability incurred by the Indemnified Party, including reasonable expenses, legal and otherwise, which shall include reasonable attorneys' fees, caused wholly or in part by any negligent, grossly negligent or willful act or omission by the Indemnifying Party, its officers, directors, employees, agents or assigns arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that caused wholly or in part by any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraudnegligent, gross negligence grossly negligent or willful default on act or omission of the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for . 7.2 If any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason claim covered by Section 7.1 is brought against the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company Indemnifying Party shall contributebe entitled to participate in, to and unless in the maximum extent permitted by law, to the amount paid or payable by opinion of counsel for the Indemnified Party as a result conflict of such loss, claim, damage or liability. 7.2 To interest between the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice Parties may exist with respect to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, actionassume the defense of such claim, suit or proceeding is initiated or brought by or on behalf with counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party does not assume the defense of the CompanyIndemnified Party, as applicable. 7.3 If or if a conflict precludes the performance by Indemnifying Party from assuming the Dealer defense, then the Indemnifying Party shall reimburse the Indemnified Party on a monthly basis for the Indemnified Party's defense through separate counsel of the Indemnified Party's choice. Even if the Indemnifying Party assumes the defense of the Indemnified Party with acceptable counsel, the Indemnified Party, at its sole option, may participate in the defense, at its own expense, with counsel of its own choice without relieving the Indemnifying Party of any of its obligations hereunder. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages of any kind whatsoever, whether in contract, tort or strict liability. 7.3 The Indemnifying Party's obligation to indemnify under this Agreement represents for VAT purposes the making by the Dealer Section 7 shall survive termination of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable and shall not be limited in any way by any limitation on the supply on receipt amount or type of a valid VAT invoicedamages, compensation or benefits payable by or for the Indemnifying Party under any statutory scheme, including, without limitation, under any Worker's Compensation Acts, Disability Benefit Acts or other Employee Benefit Acts. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the Company ‌ Tenant agrees to protect, defend, reimburse, indemnify and hold the County Parties free and harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") at all times from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all claims, liability, expenses, losses, claimscosts, damagesfines and damages (including attorney fees at trial and appellate levels) and causes of action of every kind and character (collectively referred to herein as “Damages”) against, chargesor in which County is named or joined, tax arising out of this Lease or liabilities use or occupancy of the Premises by any Tenant Party, including, but not limited to those arising by reason of any damage to property or the environment, or bodily injury (including death) incurred or actions in respect thereof)sustained by any party hereto, whether joint or severalof any party acquiring any interest hereunder, to which such Indemnified Party may become subjectand any third or other party whomsoever, relating to or any governmental agency, arising out of or incident to or in connection with this Agreementa Tenant Party’s acts, including without limitationomissions or operations hereunder, under chapter 4 or the performance, non-performance or purported performance of part 18 a Tenant Party or any breach of the Actterms of this Lease; provided, or any claimhowever, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Tenant shall not be responsible to a County Party is a party thereto, except for Damages that are solely attributable to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part misconduct of such Indemnified County Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient Tenant further agrees to hold harmless and indemnify the County Parties for any Indemnified fines, citations, court judgments, insurance claims, restoration costs or other liability resulting from or in any way arising out of or due to a Tenant Party, then ’s activities or operations or use of the Company shall contribute, to the maximum extent permitted by law, to the amount paid Premises whether or payable by the Indemnified Party not Tenant was negligent or even knowledgeable of any events precipitating a claim or judgment arising as a result of such lossany situation involving the activities. This indemnification shall be extended to include all deliverers, claimsuppliers, damage furnishers of material, or liability. 7.2 To the fullest extent permitted by lawanyone acting for, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of or at the Companyrequest of Tenant. Tenant recognizes the broad nature of this indemnification and hold-harmless provision, as applicable. 7.3 If and acknowledges that County would not enter into this Lease without the performance inclusion of such clause, and voluntarily makes this covenant and expressly acknowledges the receipt of Ten Dollars ($10.00) and such other good and valuable consideration provided by County in support of this indemnification in accordance with the Dealer laws of any the State of its Florida. The obligations arising under this Agreement represents for VAT purposes Article shall survive the making by the Dealer expiration or termination of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoiceLease. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the Company PMHS/I4G agrees to indemnify and hold harmless on an after tax basis the Dealer, FHH and its Affiliates and their respective directors, officers, employees, agents officers and controlling persons (Dealer and each such person being an "Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, affiliates against any and all losses, claims, damages, chargesobligations, tax or liabilities penalties, judgments, awards, liabilities, costs, expenses and disbursements (or actions and all actions, suits, proceedings and investigations in respect thereofthereof and any and all legal or other costs, expenses and 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 investigating, preparing or defending any such action, proceeding or investigation (whether joint or several, not in connection with litigation to which such Indemnified Party may become subjectFHH is a Party), directly or indirectly, caused by, relating to or to, based upon, arising out of or in connection with information provided by the Company which contains a material misrepresentation or material omission in connection with the provision of services by FHH under this Agreement; provided however, including without limitationsuch indemnity agreement shall not apply to any portion of any such loss, under chapter 4 of part 18 of the Act, or any claim, litigationdamage, investigation obligation, penalty, judgment, award, liability, cost, expense or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except disbursement to the extent that any such Losses have been finally judicially determined it is found by a Court court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on misconduct of FHH. For example, FHH’s indemnification shall not extend to claims arising from PMHS/IG4’s manufacturing defects, quality issues, or failure to meet FDA or other regulatory standards. Each Party entitled to indemnification under this agreement (the part of such “Indemnified Party”), and shall give notice to reimbursethe Party required to provide indemnification (the “Indemnifying Party”) promptly, within 30 days of a written requestthirty (30) days, each after such Indemnified Party for has actual knowledge of any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement claim as to which this indemnity relates. If may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting there from, provided that counsel for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Indemnifying Party, then who shall conduct the Company defense at such claim or any litigation resulting there from, shall contribute, to the maximum extent permitted by law, to the amount paid or payable be approved by the Indemnified Party as a result (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such Party’s expense, and provided further that the failure of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) to give notice as they are incurred (after notice to provided herein shall not relieve the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Indemnifying Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes Section 7. Each Indemnified Party shall furnish such information regarding itself or the making claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and any litigation resulting therefrom. Notwithstanding the foregoing, FHH shall indemnify and hold harmless PMHS/I4G, its directors, officers, subsidiaries and affiliates against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements resulting from any actions taken, claims made, or misrepresentations by FHH regarding the Dealer of any supply of goods or products and services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable provided by the Company to the Dealer PMHS its subsidiaries and affiliates pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law(a) The Borrower hereby indemnifies and holds harmless each Finance Party, the Company agrees to indemnify Funding Agents and hold harmless on an after tax basis the Dealer, its each of their respective Affiliates and their (and their Affiliates’) respective directors, officers, employeesadvisors, agents directors and controlling persons employees (Dealer and each such person being an "collectively, the “Indemnified Party"Parties”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, chargeslosses, tax or liabilities liabilities, costs and expenses (or actions in respect thereofincluding fees and disbursements of counsel, which must be reasonable so long as no Event of Default is continuing), whether joint or several, to which such that may be incurred by or asserted or awarded against any Indemnified Party may become subject(including in connection with any investigation, relating to litigation or proceeding or the preparation of a defence in connection therewith), in each case arising out of or in connection with or by reason of this Agreement, including without limitationthe other Finance Documents, under chapter 4 of part 18 the Funding Agreement or the transactions contemplated hereby or thereby or any actual or proposed use of the Actproceeds of the Loans (collectively, or any claim, litigation, investigation or proceeding relating thereto ("Losses"the “Indemnified Liabilities”), regardless of whether any of such Indemnified Party is a party thereto, except (i) to the extent that any such Losses have been finally judicially determined claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a Court court of competent jurisdiction to have resulted primarily from fraud, such Indemnified Party’s gross negligence or willful default wilful misconduct or is a claim, damage, loss, liability or expense which would have been compensated under other provisions of the Finance Documents but for any exclusions applicable thereunder and (ii) with respect to claims, damages, losses, liability or expenses arising solely under the Funds Flow Agreement, to the extent the same are not attributable to the Borrower’s breach of the terms thereof. (b) In the case of an investigation, litigation or other proceeding to which the indemnity in this Clause 13.6 (Indemnification) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its directors, security holders or creditors, an Indemnified Party or any other Person or an Indemnified Party is otherwise a party thereto. (c) Each Indemnified Party shall: (i) furnish the Borrower with prompt notice of any action, suit or other claim covered by this Clause 13.6 (Indemnification); (ii) not agree to any settlement or compromise of any such action, suit or claim without the Borrower’s prior consent; (iii) cooperate fully in the Borrower’s defence of any such action, suit or other claim (provided that the Borrower shall reimburse such Indemnified Party for its out-of- pocket expenses incurred pursuant hereto, which must be reasonable so long as no Event of Default is continuing); and (iv) at the Borrower’s request, permit the Borrower to assume control of the defence of any such claim, other than regulatory, supervisory or similar investigations, provided that: (A) the Borrower acknowledges in writing its obligations to indemnify such Indemnified Party in accordance with the terms herein in connection with such claims; (B) the Borrower shall keep such Indemnified Party fully informed with respect to the conduct of the defence of such claim; (C) the Borrower shall consult in good faith with such Indemnified Party (from time to time and before taking any material decision) about the conduct of the defence of such claim; (D) the Borrower shall conduct the defence of such claim properly and diligently taking into account its own interests and those of such Indemnified Party; (E) the Borrower shall employ counsel reasonably acceptable to such Indemnified Party and at the Borrower’s expense; and (F) the Borrower shall not enter into a settlement with respect to such claim unless either: (I) such settlement involves only the payment of a monetary sum, does not include any performance by or an admission of liability or responsibility on the part of such Indemnified Party, Party and to reimburse, within 30 days of contains a written request, each provision unconditionally releasing such Indemnified Party for and each other Indemnified Party from, and holding all such Persons harmless against, all liability in respect of claims by any reasonable legal releasing party; or (II) such Indemnified Party provides written consent to such settlement (such consent not to be unreasonably withheld or delayed). (d) Notwithstanding the Borrower’s election to assume the defence of an action, suit or other expenses incurred in connection with investigatingclaim pursuant to paragraph (c) above, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such action, suit or claim and the Borrower shall bear the fees, costs and expenses of such separate counsel if: (i) the use of counsel chosen by the Borrower to represent such Indemnified Party would present such counsel with an actual or potential conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and such Indemnified Party and such Indemnified Party shall have concluded that there may be legal defences available to it which are different from or additional to those available to the Borrower and determined that it is necessary to employ separate counsel in order to pursue such defences (in which case the Borrower shall not have the right to assume the defence of such action on such Indemnified Party’s behalf); (iii) the Borrower shall not have employed counsel reasonably acceptable to such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of the institution of such action; or (iv) the Borrower authorises such Indemnified Party to employ separate counsel at the Borrower’s expense. (e) If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of: (i) making or filing a claim or proof against the Borrower; (ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings; the Borrower shall as an independent obligation, within three (3) Business Days of demand, indemnify each Indemnified Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of such loss, claim, damage the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any rates of exchange available to that Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to at the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any time of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoicethat Sum. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the Company The Borrower agrees to indemnify and hold harmless on an after tax basis the DealerBanks, its Affiliates the Issuing Banks, the Lead Arrangers and the Administrative Agent and their respective affiliates, as well as their and their affiliates’ shareholders, directors, agents, officers, employeessubsidiaries and affiliates, agents and controlling persons (Dealer and each such person being an "Indemnified Party") from and againstagainst all damages, and hereby agrees that an Indemnified Party shall have no liability to the Company or its ownerslosses, associated companiessettlement payments, security holders or creditors forobligations, any and all lossesliabilities, claims, damagessuits, chargespenalties, tax assessments, citations, directives, demands, judgments, actions or liabilities (or actions in respect thereof)causes of action, whether joint statutorily created or severalunder the common law, and reasonable costs and expenses incurred, suffered, sustained or required to which such Indemnified Party may become subject, relating to or arising out be paid by an indemnified party by reason of or in connection with this Agreementresulting from the transactions contemplated hereby, including without limitation, under chapter 4 of part 18 except any of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to foregoing which result from the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part misconduct of such Indemnified Partyindemnified party or a material breach of the obligations of such indemnified party under this Agreement or under any other Loan Document, as determined by a court of competent jurisdiction. In any investigation, enforcement matter, proceeding or litigation, or the preparation therefor, the Banks, the Issuing Banks, the Lead Arrangers and the Administrative Agent shall be entitled to select their own counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel (including the non-duplicative allocated cost of internal counsel), and settlement costs. In the event of the commencement of any such proceeding or litigation against the Banks or Administrative Agent by third parties, the Borrower shall be entitled to reimburseparticipate in such proceeding or litigation with counsel of their choice at their expense. In the case of an investigation, within 30 days of a written request, each such Indemnified Party for any reasonable legal litigation or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement proceeding to which the indemnity in this §16 applies, such indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Partyshall be effective, then the Company shall contribute, subject to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefromlimitations herein, whether or not such Indemnified Party investigation, litigation or proceeding is brought by the Borrower, the Borrower’s equityholders, affiliates or creditors or such an indemnified party, whether or not such indemnified party is otherwise a party thereto and whether or not such claim, action, suit the transactions contemplated hereby are consummated. The covenants of this §16 shall survive payment or proceeding is initiated or brought by or on behalf satisfaction of the Company, as applicable. 7.3 If the performance by the Dealer payment of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in owing with respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net feeNote or the Loans and satisfaction of all the Obligations hereunder and under the Loan Documents, cost or expenseIT BEING THE INTENT OF THE PARTIES HERETO THAT ALL SUCH INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR ORDINARY SOLE, provided the Dealer is not entitled to credit the VAT incurred as input taxCOMPARATIVE OR CONTRIBUTORY NEGLIGENCE. WITHOUT LIMITATION OF THE FOREGOING, NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY IN RESPECT OF ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ASSERTED BY SUCH OTHER PARTY WITH RESPECT TO THE MATTERS CONTEMPLATED BY THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY USE MADE OR TO BE MADE WITH THE PROCEEDS OF ANY CREDIT EXTENSION HEREUNDER OR THEREUNDER. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by lawEach party required to deliver an Assessment of Compliance and an Accountant’s Attestation and/or an Item 1123 Certification under Article XIII (each, the Company agrees to a “Responsible Party) shall indemnify and hold harmless on an after tax basis the DealerTrust Administrator, its Affiliates the Master Servicer and the Depositor and each of their respective directors, officers, employees, agents agents, and controlling persons (Dealer and each such person being an "Indemnified Party") affiliates from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all claims, losses, claims, damages, chargespenalties, tax or liabilities (or actions in respect thereof)fines, whether joint or severalforfeitures, to which such Indemnified Party may become subjectreasonable legal fees and related costs, relating to or judgments and other costs and expenses arising out of or based upon (a) any breach by such Responsible Party of any if its obligations under this Article XIII including particularly its obligation to provide any Back-Up Certification, any Assessment of Compliance and an Accountant’s Attestation and/or an Item 1123 Certification or any information, data or materials required to be included in any 1934 Act report,, (b) any misstatement or omission in any information, data or materials provided by such Responsible Party (or, in the case of the Trust Administrator or Master Servicer, any material misstatement or material omission in (i) any 1123 Certification, Assessment of Compliance or Accountant’s Attestation delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement or (ii) any additional Form 10-D, Form 10-K or Form 8-K disclosure concerning the Master Servicer or the Trust Administrator, or (c) the negligence, bad faith or willful misconduct of such Responsible Party in connection with this Agreement, including without limitation, under chapter 4 the performance of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relatesif its obligations hereunder. If the indemnification provided for any reason the foregoing indemnification herein is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Partythe Master Servicer, the Trust Administrator or the Depositor, then the Company each Responsible Party agrees that it shall contribute, to the maximum extent permitted by law, contribute to the amount paid or payable by Trust Administrator, the Indemnified Party Master Servicer or the Depositor, as applicable, as a result of such lossany claims, claimlosses, damage damages or liability. 7.2 To liabilities incurred by the fullest extent permitted by lawMaster Servicer, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to Trust Administrator or the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the CompanyDepositor, as applicable. 7.3 If , in such proportion as is appropriate to reflect the performance by relative fault of Trust Administrator or the Dealer Depositor, as applicable, on the one hand and such Responsible Party, on the other. This indemnification shall survive the termination of this Agreement or the termination of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant party to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the The Company agrees to will indemnify and hold harmless on an after tax basis the DealerAdvisors, its their Affiliates and their respective directorspartners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and controlling persons representatives (Dealer and each such person being an "“Indemnified Party"”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all actions, suits, investigations, losses, claims, damagesdamages and liabilities, charges, tax or liabilities (or actions including in respect thereof)connection with seeking indemnification, whether joint or severalseveral (the “Liabilities”), to which such Indemnified Party may become subjectrelated to, relating to or arising out of or in connection with the Services or other services contemplated by this Agreement or the engagement of the Advisors pursuant to, and the performance by the Advisors of the Services or other services contemplated by, this Agreement, including without limitationwhether or not pending or threatened, under chapter 4 of part 18 of the Actwhether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, litigationsuit, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence initiated or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable brought by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company. The Company will reimburse any Indemnified Party for all reasonable out-of-pocket costs and expenses (including reasonable counsel attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred (after notice to the Company) in connection with investigating, preparing, pursuing, defending or assisting in the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company agrees that it will not, without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto and whether or not has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability, without future obligation or prohibition on the part of the Indemnified Party, arising or that may arise out of such claim, actionaction or proceeding, suit and does not contain an admission of guilt or proceeding liability on the part of the Indemnified Party. The Company will not be liable under the foregoing indemnification provision with respect to any particular loss, claim, damage, liability, cost or expense of an Indemnified Party that is initiated determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the gross negligence or brought willful misconduct of such Indemnified Party. The attorneys’ fees and other expenses of an Indemnified Party shall be paid by the Company as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Company, as applicable. 7.3 If Indemnified Party to repay such amounts if it is finally judicially determined that the performance by Liabilities in question resulted solely from the Dealer gross negligence or willful misconduct of any such Indemnified Party. The rights of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services an Indemnified Party to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company indemnification hereunder will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT be in addition to any net fee, cost other rights and remedies any such person may have under any other agreement or expense, provided instrument to which each Indemnified Party is or becomes a party or is or otherwise becomes a beneficiary or under any law or regulation. The Company acknowledges and agrees that the Dealer is not entitled Company shall be fully and primarily responsible for the payment to credit the VAT incurred as input tax. 7.5 If an Indemnified Party in respect of a payment under indemnification or advancement of expenses in connection with any jointly indemnifiable claim (as defined below), pursuant to and in accordance with the terms of this Agreement Agreement, irrespective of any right of recovery the Indemnified Party may have from the Indemnitee-related entities. Under no circumstance shall the Company is obliged be entitled to any right of subrogation or contribution by the Indemnitee-related entities and no right of advancement or recovery the Indemnified Party may have from the Indemnitee-related entities shall reduce or otherwise alter the rights of the Indemnified Party or the obligations of the Company hereunder. In the event that any of the Indemnitee-related entities shall make any deduction payment to the Indemnified Party in respect of indemnification or withholding on account advancement of expenses with respect to any tax of any naturejointly indemnifiable claim, the amount payable Indemnitee-related entity making such payment shall be grossed up subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Party against the Company, and Indemnified Party shall execute all papers reasonably required and shall do all things that may be reasonably necessary to ensure thatsecure such rights, after including the execution of such deduction or withholdingdocuments as may be necessary to enable the Indemnitee-related entities effectively to bring suit to enforce such rights. The Company and each Indemnified Party agree that each of the Indemnitee-related entities shall be third-party beneficiaries with respect to this Section 5, entitled to enforce this Section 5 as though each such Indemnitee-related entity were a party to this Agreement. For purposes of this Section 5, the amount received remains unchanged.following terms shall have the following meanings:

Indemnification. 7.1 To the fullest extent permitted by law, the Company 25.1 Each Party agrees to indemnify release, indemnify, defend and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") other Party from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and against all losses, claims, demands, damages, chargesexpenses, tax suits or liabilities other actions, or any liability whatsoever, including, but not limited to, costs and attorneys' fees (or actions in respect thereofcollectively, a "Loss"), (a) whether joint suffered, made, instituted, or several, to which such Indemnified Party may become subjectasserted by any other party or person, relating to personal injury to or arising out death of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Actany person, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claimdamage to, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement destruction of any pending or threatened claim or any action, suit or proceeding arising therefromreal and/or personal property, whether or not such Indemnified Party is a party thereto owned by others, arising from transactions or activities relating to this Agreement and whether to the extent proximately caused by the negligent or not such claimwillful acts or omissions of the indemnifying Party, regardless of the form of action, suit or proceeding is initiated (b) suffered, made, instituted, or brought asserted by or on behalf its own customer(s) against the other Party arising out of the Company, as applicable. 7.3 If the performance by the Dealer other Party's provision of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (indemnifying Party under this Agreement. Notwithstanding the foregoing indemnification, nothing in this Section 25.0 shall affect or limit any claims, remedies, or other than where actions the reverse charge applies), indemnifying Party may have against the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to indemnified Party under this Agreement, an amount equal any other contract, or any applicable Tariff(s), regulations or laws for the indemnified Party's provision of said services. 25.2 The indemnification provided herein shall be conditioned upon: (a) The indemnified Party shall promptly notify the indemnifying Party of any action, claim, lawsuit or demand taken against the indemnified Party relating to the VAT chargeable on the supply on receipt of a valid VAT invoiceindemnification. 7.4 Where a sum is payable (b) The indemnifying Party shall have sole authority to defend any such action, claim, lawsuit or reimbursed) demand including the selection of legal counsel, and the indemnified Party may engage separate legal counsel only at its sole cost and expense. The Indemnifying Party shall keep the Indemnified Party reasonably and timely apprised of the status of the action, claim, demand or lawsuit. The Indemnifying Party will not be liable under this Section for settlements or compromises by the Indemnified party of any action, claim, demand or lawsuit unless the Indemnifying Party has approved the settlement or compromise in advance or unless the defense of the action, claim, demand or lawsuit has been tendered to the Dealer Indemnifying Party in respect writing and the Indemnifying Party has failed to promptly undertake the defense. (c) In no event shall the indemnifying Party settle or consent to any judgment pertaining to any such action without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld. However, in the event the settlement or judgment requires a contribution from or affects the rights of the Indemnified Party, the Indemnified Party shall have the right to refuse such settlement or judgment and, at its own cost and expense, take over the defense against such Loss, provided that in such event the indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the indemnified Party against, the Loss for any amount in excess of such refused settlement or judgment. (d) The indemnified Party shall, in all cases, assert any and all provisions in its Tariffs that limit liability to third parties as a bar to any recovery by the third party claimant in excess of such limitation of liability. (e) The indemnified Party shall offer the indemnifying Party all reasonable cooperation and assistance in the defense of any feessuch action, costs demand or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input taxlawsuit. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by lawTenant shall indemnify, the Company agrees to indemnify defend, and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") Landlord from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and all lossesclaims of liability asserted against Landlord and Landlord Parties by a third party, claimsincluding without limitation any agency or instrumentality of the federal, damagesstate, chargesor local government, tax or liabilities (or actions in respect thereof)for bodily injury, whether joint or severalincluding death of a person, to which such Indemnified Party may become subject, relating physical damage to or loss of use of property, or cleanup activities (remedial or removal) arising out of or in connection relating to the release, or threat of release, of a Hazardous Material existing at or emanating from the Premises, to the extent caused by Tenant or Tenant Parties during or prior to the Term of this Lease, or to the extent caused by any third party other than Landlord or Landlord Parties during the Term (provided, however, that Tenant shall have no indemnification obligations, and no liability under this Lease, with this Agreementrespect to the migration of any Hazardous Material on or under the Premises from adjacent properties). Other than those matters for which Tenant is obligated to indemnify Landlord, Landlord shall indemnify, defend, and hold harmless Tenant from and against any and all claims of liability asserted against Tenant by a third party, including without limitation, under chapter 4 of part 18 limitation any agency or instrumentality of the Actfederal, state, or local government, for bodily injury, including death of a person, physical damage to or loss of use of property, or cleanup activities (remedial or removal) arising out of or relating to the release or threat of release of any claim, litigation, investigation Hazardous Material existing at or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except emanating from the Premises to the extent that any such Losses have been finally judicially determined caused by a Court Landlord or Landlord Parties during or after the Term of competent jurisdiction to have resulted from fraud, gross negligence this Lease or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary caused by any third party other than Tenant or Tenant Parties with respect to ensure thatthe migration of any Hazardous Material on or under the Premises from adjacent properties. Neither party shall be required to indemnify, after such deduction defend or withholdinghold harmless the other for any Hazardous Material existing at or emanating from the Premises prior to the Term of this Lease due to the acts or omissions of a third party; provided, however, that Landlord and Tenant each shall have the right (and each party shall reasonably cooperate with the other in that regard) to enforce for its own benefit the terms of the environmental indemnification/remediation provisions set forth in or implemented pursuant to (a) Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions between ▇▇▇▇▇▇ Healthcare Corporation and Tenant dated March 12, 1996, and (b) Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions between ▇▇▇▇▇▇ Healthcare Corporation and Tenant dated January 15, 1996 (collectively, the amount received remains unchanged“Environmental Indemnity Agreements”) covering certain existing Hazardous Material contamination and remediation currently taking place at the Premises.

Indemnification. 7.1 To (a) Subject to the fullest extent permitted by lawprovisions of this Section 4.9, the Company agrees to will indemnify and hold each Purchaser Party harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent Losses that any such Losses Purchaser Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents (a “Covered Action”) (unless such action is based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have been with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined by a Court of competent jurisdiction to have resulted from constitute fraud, gross negligence or willful default on misconduct). (b) If any Covered Action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the part of such Indemnified PartyCompany in writing, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contributehave the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such Covered Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the maximum extent permitted that (i) the employment thereof has been specifically authorized by lawthe Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such Covered Action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by an Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the amount paid or payable by extent, but only to the Indemnified Party as extent that a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by lawliability is attributable to any Purchaser Party’s willful misconduct, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for gross negligence or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer breach of any of its obligations under the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement represents for VAT purposes or in the making other Transaction Documents. The Company shall not, without the prior written consent of the Purchaser Party (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the Dealer claimant or plaintiff to such Purchaser Party of a release from all liability in respect to such Covered Action, and such settlement shall not include any supply of goods or services admission as to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable fault on the supply on receipt part of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect such Purchaser Party. The indemnification required by this Section 4.9 shall be made by periodic payments of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount thereof during the course of VAT the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any net fee, cost cause of action or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect similar right of a payment under this Agreement any Purchaser Party against the Company is obliged or others and any liabilities the Company may be subject to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up pursuant to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchangedlaw.

Indemnification. 7.1 To Except as otherwise provided in this Section 11, Seller (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless each of Buyer, Company and their Affiliates and their respective officers, directors, managers, agents, employees, subsidiaries, partners, members and controlling Persons (each, an “Indemnified Party”) to the fullest extent permitted by lawlaw from and against any and all losses, actions, suits, proceedings, claims, complaints, disputes, arbitrations or investigations or written threats thereof (collectively, “Claims”) (including, without limitation, any Claim by a third party), damages, expenses (including reasonable fees, disbursements and other charges of counsel incurred by the Company Indemnified Party in any action between Seller and an Indemnified Party or between an Indemnified Party and any third party or otherwise) or other liabilities resulting from or arising out of any breach of any representation or warranty, covenant or agreement by Seller in this Agreement, or relating to any Excluded Liabilities (collectively, “Losses”). In connection with the obligation of Seller to indemnify for Losses as set forth above, Seller shall, upon presentation of appropriate invoices containing reasonable detail, reimburse each Indemnified Party for all such Losses (including reasonable fees, disbursements and other charges of counsel incurred by the Indemnified Party in any action between Seller and the Indemnified Party or between the Indemnified Party and any third party) as they are incurred by such Indemnified Party. The Parties agree to treat indemnification payments under this Section 11.1 as adjustments to the Purchase Price for Tax purposes. If Seller contest a Claim by the Buyer against them, they will not be responsible for paying the submitted invoice until either they agree as to the validity and amount of the Claim or the validity and amount of the Claim have been adjudicated by an arbitration as provided in Section 13.6 or by a court of competent jurisdiction after exhaustion of all appeals. B▇▇▇▇ likewise agrees to indemnify indemnify, defend and hold harmless on an after tax basis the Dealer, each of Seller and its Affiliates and their respective officers, directors, officersmanagers, agents, employees, agents subsidiaries, partners, members and controlling persons Persons (Dealer and each such person being an "each, a “Seller Indemnified Party"”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by lawlaw from and against any and all Claims (including, the Company will reimburse without limitation, any Indemnified Party for all reasonable out-of-pocket Claim by a third party), damages, expenses (including reasonable fees, disbursements and other charges of counsel fees incurred by the Seller Indemnified Party in any action between Buyer and expensesa Seller Indemnified Party or between a Seller Indemnified Party and any third party or otherwise) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense other liabilities resulting from or settlement arising out of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer breach of any of its obligations under this Agreement represents for VAT purposes the making representation or warranty, covenant or agreement by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, Buyer in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, or relating to operation of the Business after the Closing Date. An Indemnified Party or Seller Indemnified Party may each be referred to herein as an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoiceIndemnified Party. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To The Environmental Response Trust shall indemnify, defend and hold harmless (without the Environmental Trust Parties having to first pay from their personal funds) the Environmental Trust Parties from and against any and all claims, causes of action, liabilities, obligations, losses, costs, judgments, damages or expenses (including attorneys’ fees) and any other assertion of liability arising out of the ownership or environmental condition of Environmental Trust Assets or action or inaction or in connection with the Environmental Trustee’s duties, to the fullest extent permitted by applicable law, including but not limited to, those caused or alleged to be caused by negligence or fault of any Environmental Trust Party (except for fraud, willful misconduct, or criminal conduct), provided that such indemnification shall be limited to funds in the Company agrees relevant Environmental Trust Environmental Cost Account for the DPH Sites if it relates to indemnify Environmental Action or the Environmental Trust Administrative Account. Without limiting the foregoing, any such judgment against a Environmental Trust Party and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each any such person being an "Indemnified Party") from and against, and hereby agrees that an Indemnified costs of defense relating to any Environmental Trust Party shall have no liability to be paid by the Company or its ownersEnvironmental Response Trust consistent with the terms and conditions of this Section. Notwithstanding the foregoing, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent fraud, willful misconduct, or criminal conduct of any Environmental Trust Party is alleged and the Court finds, by a final order, not reversed on appeal, that such Environmental Trust Party committed fraud, willful misconduct, or criminal conduct after the Effective Date in relation to the Environmental Trustee’s duties, there shall be no indemnification, of that Environmental Trust Party, for any judgments arising from such allegations of fraud, willful misconduct, or criminal conduct. It shall be an irrebuttable presumption that any such Losses have been finally judicially determined by a action taken, or inaction, consistent with Court of competent jurisdiction to have resulted from approval shall not constitute willful misconduct or fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, provided that there has been no misrepresentation to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liabilityCourt. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, and subject to the Company agrees to limitations set forth in Section 6 of this Agreement each Party (the "Indemnifying Party") shall indemnify and hold harmless on an after tax basis the Dealerother Party, and its Affiliates current and future direct and indirect parent companies, affiliates and their respective directorsshareholders, officers, directors, employees, agents agents, servants and controlling persons assigns (Dealer and each such person being an collectively, the "Indemnified Party") and at the Indemnified Party's option, the Indemnifying Party shall defend the Indemnified Party from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all claims and/or liabilities for losses, claimsexpenses, damagesdamage to property, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating injury to or death of any person, including, but not limited to, the Indemnified Party's employees and its affiliates' employees, subcontractors and subcontractors' employees, or any other liability incurred by the Indemnified Party, including reasonable expenses, legal and otherwise, which shall include reasonable attorneys' fees, caused wholly or in part by any negligent grossly negligent or willful act or omission by the Indemnifying Party, its officers, directors, employees, agents or assigns arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that caused wholly or in part by any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence negligent grossly negligent or willful default on act or omission of the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for . 7.2 If any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason claim covered by Section 7.1 is brought against the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company Indemnifying Party shall contributebe entitled to participate in, to and unless in the maximum extent permitted by law, to the amount paid or payable by opinion of counsel for the Indemnified Party as a result conflict of such loss, claim, damage or liability. 7.2 To interest between the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice Parties may exist with respect to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, actionassume the defense of such claim, suit or proceeding is initiated or brought by or on behalf with counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party does not assume the defense of the CompanyIndemnified Party, as applicable. 7.3 If or if a conflict precludes the performance by Indemnifying Party from assuming the Dealer defense, then the Indemnifying Party shall reimburse the Indemnified Party on a monthly basis for the Indemnified Party s defense through separate counsel of the Indemnified Party's choice. Even if the Indemnifying Party assumes the defense of the Indemnified Party with acceptable counsel, the Indemnified Party, at its sole option, may participate in the defense, at its own expense, with counsel of its own choice without relieving the Indemnifying Party of any of its obligations hereunder. In no event shall either Party be liable to the other Party for any indirect special, consequential, or punitive damages of any kind whatsoever, whether in contract, tort or strict liability. 7.3 The Indemnifying Party's obligation to indemnify under this Agreement represents for VAT purposes the making by the Dealer Section 7 shall survive termination of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable and shall not be limited in any way by any limitation on the supply on receipt amount or type of a valid VAT invoicedamages, compensation or benefits payable by or for the Indemnifying Party under any statutory scheme, including, without limitation, under any Worker s Compensation Acts, Disability Benefit Acts or other Employee Benefit Acts. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the The Company hereby agrees to indemnify indemnify, defend and hold harmless on an after tax basis the DealerConsultant, its Affiliates and their respective officers, directors, officersprincipals, employees, agents affiliates, and controlling persons (Dealer shareholders, and each such person being an "Indemnified Party") their successors and assigns from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, chargeslosses, tax liability, deficiencies, actions, suits, proceedings, costs or liabilities legal expenses (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or collectively the "Losses") arising out of or resulting from: (i) any breach of a representation, or warranty by the Company contained in connection with this Agreement; or (ii) any activities or services performed hereunder by Consultant, including without limitation, under chapter 4 of part 18 unless such Losses were the result of the Act, intentional misconduct or gross misconduct of Consultant; or (iii) any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket costs and expenses (including reasonable counsel fees attorneys' and expensesparalegals' fees) as they are incurred (after notice related to the Company) in connection with foregoing, and as more fully described below. If Consultant receives written notice of the investigation of, preparation for or defense or settlement commencement of any pending or threatened claim or any legal action, suit or proceeding arising therefromwith respect to which the Company is or may be obligated to provide indemnification pursuant to this Section 5, whether or Consultant shall, within thirty (30) days of the receipt of such written notice, give the Company written notice thereof (a "Claim Notice"). Failure to give such Claim Notice within such thirty (30) day period shall not constitute a waiver by Consultant of its right to indemnity hereunder with respect to such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable proceeding. Upon receipt by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where Claim Notice from Consultant with respect to any claim for indemnification which is based upon a sum is payable claim made by a third party (or reimbursed) "Third Party Claim"), Consultant may assume the defense of the Third Party Claim with counsel of its own choosing, as described below. The Company shall cooperate in the defense of the Third Party Claim and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trial and appeals as may be reasonably required in connection therewith. Consultant shall have the right to employ its own counsel in any such action, but the Dealer fees and expenses of such counsel shall be at the expense of Consultant unless the Company shall not have promptly employed counsel to assume the defense of the Third Party Claim, in respect of any fees, costs or which event such fees and expenses paid or incurred shall be borne solely by the Dealer Company. The Company shall not satisfy or settle any Third Party Claim for which indemnification has been sought and those feesis available hereunder, costs without the prior written consent of Consultant. If the Company shall fail with reasonable promptness either to defend such Third Party Claim or expenses include an amount to satisfy or settle the same, Consultant may defend, satisfy or settle the Third Party Claim at the expense of VAT incurred by the Dealer, Company and the Company shall pay to the Dealer Consultant the amount of VAT in addition to any net fee, cost or expense, provided such Loss within ten (10) days after written demand therefor. The indemnification provisions hereunder shall survive the Dealer is not entitled to credit the VAT incurred as input taxtermination of this Agreement. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To Subject to the fullest extent permitted by lawprovisions of this Section 4.4, the Company agrees to will indemnify and hold harmless on an after tax basis the DealerPurchasers, its Affiliates the Placement Agent and their respective directors, officers, employeesshareholders, partners, employees and agents and controlling persons (Dealer and each such person being an "Indemnified each, a “Purchaser Party"”) harmless from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and all losses, liabilities, obligations, claims, contingencies, damages, chargescosts and expenses, tax including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or liabilities incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or actions agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect thereof), whether joint or several, of which indemnity may be sought pursuant to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitationsuch Purchaser Party shall promptly notify the Company in writing, under chapter 4 and the Company shall have the right to assume the defense thereof with counsel of part 18 of its own choosing. Any Purchaser Party shall have the Actright to employ separate counsel in any such action and participate in the defense thereof, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any but the fees and expenses of such Indemnified counsel shall be at the expense of such Purchaser Party is a party thereto, except to the extent that any (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such Losses have been finally judicially determined by a Court of competent jurisdiction defense and to have resulted from fraudemploy counsel or (iii) in such action there is, gross negligence or willful default on in the part reasonable opinion of such Indemnified separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, and . The Company will not be liable to reimburse, within 30 days of a written request, each such Indemnified any Purchaser Party under this Agreement (i) for any reasonable legal settlement by an Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or other expenses incurred in connection with investigating, preparation for, providing evidence for delayed; or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, (ii) to the maximum extent permitted by lawextent, but only to the amount paid or payable by the Indemnified Party as extent, that a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse liability is attributable to any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer Purchaser Party’s breach of any of its obligations under the representations, warranties, covenants or agreements made by the Purchasers in this Agreement represents for VAT purposes or in the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoiceTransaction Documents. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the Company NRG Energy hereby agrees to indemnify and hold harmless on an after tax basis the Dealereach Agent, its each Lender and each of their Affiliates and their respective officers, directors, officers, employees, agents agents, advisors (including, without limitation, the Advisors) and controlling persons other representatives (Dealer and each such person being an "Indemnified PartyINDEMNIFIED PARTY") from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, chargeslosses, tax liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or liabilities (asserted or actions awarded against any Indemnified Party, in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or each case arising out of or in connection with this Agreementor by reason of (including, including without limitation, under chapter 4 of part 18 of the Actin connection with any investigation, or any claim, litigation, investigation litigation or proceeding relating thereto or preparation of a defense in connection therewith) ("Losses"), regardless of whether any of such Indemnified Party is a party theretoa) this Second Collateral Call Extension Letter or the Xcel Letter or (b) the Proposed Restructuring, except to the extent that any such Losses have been finally judicially determined claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a Court court of competent jurisdiction to have resulted directly and primarily from fraud, such Indemnified Party's gross negligence or willful default on misconduct. In the part case of such Indemnified Partyan investigation, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal litigation or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement proceeding to which the indemnity in this paragraph applies, such indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, be effective whether or not such investigation, litigation or proceeding is brought by any NRG Party, any shareholder of any NRG Party, or any creditor of any NRG Party or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not such claimthe Proposed Restructuring is consummated. NRG Energy further agrees that no Indemnified Party shall have any liability (whether direct or indirect, action, suit in contract or proceeding is initiated tort or brought by otherwise) to it or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under Subsidiaries or Affiliates or to its or their respective security holders or creditors arising out of, related to or in connection with this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies)Second Collateral Call Extension Letter, the Company will pay Xcel Letter or the Proposed Restructuring, except for direct, as opposed to the Dealerconsequential, damages determined in addition a final nonappealable judgment by a court of competent jurisdiction to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoicehave resulted directly and primarily from such Indemnified Party's gross negligence or willful misconduct. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the The Company agrees to will indemnify and hold harmless on an after tax basis the DealerBMP, its Affiliates affiliates and their respective directorspartners (both general and limited), officers, employees, agents members (both managing and controlling persons otherwise) and Representatives (Dealer and each such person being an "“Indemnified Party"”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all actions, suits, investigations, losses, claims, damagesdamages and liabilities, charges, tax or liabilities (or actions including in respect thereof)connection with seeking indemnification, whether joint or severalseveral (the “Liabilities”), to which such Indemnified Party may become subjectrelated to, relating to or arising out of or in connection with the Transactions, the Services or other services contemplated by this Agreement or the engagement of BMP pursuant to, and the performance by BMP of the Services or other services contemplated by, this Agreement, including without limitationwhether or not pending or threatened, under chapter 4 of part 18 of the Actwhether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, litigationsuit, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence initiated or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable brought by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company. The Company will reimburse any Indemnified Party for all reasonable out-of-pocket costs and expenses (including reasonable counsel attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred (after notice to the Company) in connection with investigating, preparing, pursuing, defending or assisting in the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company agrees that it will not, without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto and whether or not has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability, without future obligation or prohibition on the part of the Indemnified Party, arising or that may arise out of such claim, actionaction or proceeding, suit and does not contain an admission of guilt or proceeding liability on the part of the Indemnified Party. The Company will not be liable under the foregoing indemnification provision with respect to any particular loss, claim, damage, liability, cost or expense of an Indemnified Party that is initiated determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the gross negligence or brought willful misconduct of such Indemnified Party. The attorneys’ fees and other expenses of an Indemnified Party shall be paid by the Company as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Company, as applicable. 7.3 If Indemnified Party to repay such amounts if it is finally judicially determined that the performance by Liabilities in question resulted solely from the Dealer gross negligence or willful misconduct of any such Indemnified Party. The rights of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services an Indemnified Party to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company indemnification hereunder will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT be in addition to any net fee, cost other rights and remedies any such person may have under any other agreement or expense, provided the Dealer instrument to which each Indemnified Party is not entitled to credit the VAT incurred as input taxor becomes a party or is or otherwise becomes a beneficiary or under any law or regulation. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To Without limitation of Section 9.04 of the fullest extent permitted by lawCredit Agreement or any other indemnification provision in any Loan Document, the Company Grantor agrees to indemnify and hold harmless on the Lender and each of its affiliates, and their respective officers, directors, employees, agents, and advisors (each, an after tax basis "Indemnified Party"), from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of defense in connection therewith) the DealerLoan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loan under the Loan Documents except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 25 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Grantor, any of their respective directors, shareholders or creditors, or an Indemnified Party or any other Person, or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Grantor agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Affiliates and subsidiaries or affiliates, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein or in the other Loan Documents, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Grantor agrees not to assert any claim against the Lender, any of its affiliates, or any of their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") from and againstattorneys, and hereby agrees that an Indemnified Party shall have no liability to the Company agents, or its ownersadvisers, associated companieson any theory of liability, security holders for special, indirect, consequential, or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated therein or the actual or proposed use of the proceeds of the Loan under the Loan Documents. The agreements in connection with this AgreementSection 25 shall survive repayment of all of the Secured Obligations and the termination or expiration of this Security Agreement in any manner, including without limitation, under chapter 4 of part 18 but not limited to termination upon occurrence of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liabilityMaturity Date. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To (a) Crossbox and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the fullest extent permitted by lawEffective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Company agrees and all current or former directors, officers or employees, as the case may be, of the Company as provided in the Company Constituent Documents or in any agreement shall survive the Merger and shall continue in full force and effect. Crossbox and the Surviving Corporation shall maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the Company Constituent Documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company with any of its current or former directors, officers or employees in effect as of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former directors, officers or employees of the Company, and all rights to indemnification in respect of any Legal Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (b) From and after the Effective Time, Crossbox and the Surviving Corporation shall continue to indemnify and hold harmless each Company Indemnified Party against any and all Losses incurred in connection with any Legal Proceeding arising out of or pertaining to any action or omission occurring or alleged to have occurred whether before or after the Effective Time (including acts or omissions in connection with such Persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) or any Action instituted by any Company Indemnified Party to enforce this Section 4.17, including, in each case, the advancing of expenses to the fullest extent permitted under Applicable Law; provided, however, that the Company Indemnified Party to whom such expenses are advanced shall be required to provide an undertaking to Crossbox to repay such advances if it is ultimately determined that such Company Indemnified Party is not entitled to indemnification. (c) The rights of each Company Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Company Indemnified Party may have under the Company Constituent Documents or any other similar organizational documents of the Surviving Corporation, any other indemnification agreement or arrangement, the DGCL or otherwise. This Section 4.17 shall survive the consummation of the Merger, and is intended to be for the benefit of, and shall be enforceable by, the Company Indemnified Parties, their heirs and personal representatives, shall be binding on an after tax basis Crossbox, the Dealer, its Affiliates Surviving Corporation and their respective directorssuccessors and assigns and may not be amended, officersaltered or repealed after the Effective Time without the prior written consent of the affected Company Indemnified Parties. In the event that Crossbox, employeesthe Surviving Corporation or any of their successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, agents and controlling persons (Dealer and each such person being an "Indemnified Party") from and againstthen, and hereby agrees in each case, proper provision shall be made so that an Indemnified Party the successors and assigns of Crossbox or the Surviving Corporation (as the case may be) are obligated to honor the indemnification obligations set forth in this Section 4.17. Nothing in this Agreement is intended to, shall have no liability be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its ownersofficers, associated companiesdirectors and employees, security holders it being understood and agreed that the indemnification provided for in this Section 4.17 is not prior to, or creditors in substitution for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, claims under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liabilitypolicies. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the The Company agrees to will indemnify and hold harmless on an after tax basis the DealerHeartland, its Affiliates affiliates and their respective directorspartners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and controlling persons representatives (Dealer and each such person being an "“Indemnified Party"”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof)damages and liabilities, whether joint or severalseveral (the “Liabilities”), to which such Indemnified Party may become subjectrelated to, relating to or arising out of or in connection with the advisory and consulting services contemplated by this Agreement or the engagement of Heartland pursuant to, and the performance by Heartland of the services contemplated by, this Agreement, including without limitationwhether or not pending or threatened, under chapter 4 of part 18 of the Actwhether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, litigationsuit, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence initiated or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable brought by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company. The Company will reimburse any Indemnified Party for all reasonable out-of-pocket costs and expenses (including reasonable counsel attorneys’ fees and expenses) as they are incurred (after notice to the Company) in connection with investigating, preparing, pursuing, defending or assisting in the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or thereto. The Company will not such be liable under the foregoing indemnification provision with respect to any Indemnified Party, to the extent that any loss, claim, actiondamage, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net feeliability, cost or expenseexpense is determined by a court, provided in a final judgment from which no further appeal may be taken, to have resulted primarily from the Dealer gross negligence or willful misconduct of Heartland. If an Indemnified Party is not entitled to credit the VAT incurred as input tax. 7.5 If in respect reimbursed hereunder for any expenses, such reimbursement of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable expenses shall be grossed up refunded to the extent necessary to ensure that, after such deduction it is finally judicially determined that the Liabilities in question resulted primarily from the gross negligence or withholding, the amount received remains unchangedwillful misconduct of Heartland.

Indemnification. 7.1 To the fullest extent permitted by law, the (a) The Company agrees to shall indemnify and hold Investor Services Group harmless on an after tax basis from and against any and all claims, costs, expenses (including reasonable attorneys' fees), losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against Investor Services Group or for which Investor Services Group may be held to be liable in connection with this Agreement or Investor Services Group's performance hereunder (a "Claim"), unless such Claim resulted from a negligent act or omission to act or bad faith by Investor Services Group in the Dealerperformance of its duties hereunder. (b) Investor Services Group shall indemnify and hold the Company harmless from and against any and all claims, costs, expenses (including reasonable attorneys' fees), losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against the Company or for which the Company may be held to be liable in connection with this Agreement (a "Claim"), provided that such Claim resulted from a negligent act or omission to act, bad faith, willful misfeasance or reckless disregard by Investor Services Group in the performance of its Affiliates and their respective directors, officers, employees, agents and controlling persons duties hereunder. (Dealer and each such person being an c) In any case in which one party (the "Indemnifying Party") may be asked to indemnify or hold the other party (the "Indemnified Party") from harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and against, and hereby agrees that an Indemnified shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have no liability the option to defend the Indemnified Party against any Claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Company or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days thereupon the Indemnifying Party shall take over complete defense of a written request, each such the Claim and the Indemnified Party for any reasonable shall sustain no further legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of such Claim. The Indemnified Party will not confess any feesClaim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, costs or expenses paid or incurred by except with the Dealer and those fees, costs or expenses include an amount Indemnifying Party's prior written consent. The obligations of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment parties hereto under this Agreement Section 6 shall survive the Company is obliged to make any deduction or withholding on account termination of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchangedthis Agreement.

Indemnification. 7.1 To the fullest extent permitted by law, the Company A. Issuer covenants and agrees to indemnify and hold harmless on an after tax basis the DealerExchange Agent, its Affiliates and their respective directors, officers, employees, employees and agents and controlling persons (Dealer and each such person being an "the “Indemnified Party"Persons”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, charges, tax costs or liabilities expenses (or actions in respect thereofincluding reasonable attorney’s fees and court costs), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreementattributable to its acceptance of appointment as Exchange Agent hereunder, including without limitationprovided that such indemnification shall not apply to losses, under chapter 4 of part 18 of the Actdamages, costs or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except expenses incurred due to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on misconduct of the part Exchange Agent. Exchange Agent shall notify Issuer in writing of any written asserted claim against Exchange Agent or of any other action commenced against Exchange Agent, reasonably promptly after Exchange Agent shall have received any such Indemnified Party, and written assertion or shall have been served with a summons in connection therewith. Issuer shall be entitled to reimburse, within 30 days participate at its own expense in the defense of a written request, each any such Indemnified Party for any reasonable legal claim or other expenses incurred in connection with investigatingaction and, preparation forif Issuer so elects, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason Issuer may assume the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim action against Exchange Agent in respect of which indemnification may be sought hereunder; provided that Issuer shall not be entitled to assume the defense of any such action if the named parties to such action include both the Issuer and Exchange Agent and representation of both parties by the same legal counsel would, in the written opinion of counsel for Exchange Agent, be inappropriate due to actual or potential conflicting interests between them; and further provided that in the event Issuer shall assume the defense of any actionsuch suit, suit and such defense is reasonably satisfactory to Exchange Agent, Issuer shall not therewith be liable for the fees and expenses of any counsel retained by Exchange Agent. B. Exchange Agent agrees that, without the prior written consent of Issuer (which consent shall not be unreasonably withheld), it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding arising therefrom, in respect of which indemnification could be sought in accordance with the indemnification provision of this Agreement (whether or not such any Indemnified Party Persons is a an actual or potential party thereto and whether or not to such claim, action, suit action or proceeding is initiated or brought by or on behalf of the Company, as applicableproceeding). 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the Company The Servicer agrees to indemnify indemnify, defend and hold harmless on an after tax basis the DealerCompany, its Affiliates the Participant and each of their respective Affiliates, directors, officers, employees, employees and agents and controlling persons each of their respective successors and assigns (Dealer and each such person being an "the “Indemnified Party"Parties”) from and againstagainst any and all claims, demands, suits, actions, proceedings, assessments, losses, costs, expenses (including, without limitation, attorneys’ fees), damages and liabilities of any kind or nature whatsoever directly or indirectly resulting from or arising out of or related to (i) any inaccuracy in any of the Servicer’s warranties or representations contained in this Agreement, (ii) any failure by the Servicer to observe or perform any or all of the Servicer’s covenants, agreements or warranties contained in this Agreement, (iii) any act taken by the Servicer purportedly pursuant to a power of attorney granted by the Company which act results in a claim soley by virtue of the unlawful use of such power of attorney, or (iv) failure by the Servicer or any Subservicer to discharge obligations on any Mortgaged Property relating to taxes, ground rents or other such recurring charges generally accepted by the mortgage servicing industry, which would become a Lien on the Collateral. The Servicer shall immediately notify the Indemnified Party if a claim is made with respect to this Agreement or any Loans, assume (with prior consent of the Indemnified Party) the defense of any such claim and pay all expenses in connection therewith, including attorney fees, and hereby agrees promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any party indemnified hereunder in respect of such claim. No expenses incurred by the Servicer or any Subservicer in connection with its obligations under this Section 8.02 shall constitute a Servicer Advance. The Servicer shall follow any reasonable written instructions received from the Indemnified Party in connection with such claims, it being understood that an the Indemnified Party shall have no liability duty to the Company monitor or its owners, associated companies, security holders or creditors for, any and all losses, give instructions with respect to such claims, damages, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law(A) ABTAC will defend, the Company agrees to indemnify and hold harmless on an after tax basis the Dealer, GECAFS and its Affiliates affiliates and all of its and their respective officers, directors, officersowners, agents, attorneys, and employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all lossesloss, liability, claims, damagesdamage, charges, tax cost or liabilities expense (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or including attorneys' fees and costs) by third parties arising out of any gross negligence or intentional misconduct of ABTAC in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the ABTAC's performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making or relating to any breach or alleged breach of a third party's proprietary rights in connection with any intellectual property (except if provided by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge appliesGECAFS), the Company will pay to the Dealer, used by ABTAC in addition to the amounts otherwise payable by the Company to the Dealer pursuant to performance of its obligations under this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursedB) to the Dealer in respect GECAFS will defend, indemnify and hold harmless ABTAC and its affiliates and all of its and their officers, directors, owners, agents, attorneys, and employees, from and against any feesand all loss, costs or expenses paid or incurred by the Dealer and those feesliability, costs or expenses include an amount of VAT incurred by the Dealerclaims, the Company shall pay to the Dealer the amount of VAT in addition to any net feedamage, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If expense (including attorneys' fees and costs) by third parties arising out of any gross negligence or intentional misconduct of GECAFS in respect connection with GECAFS' performance of a payment its obligations under this Agreement the Company is obliged or relating to make any deduction claim regarding GECAFS' conduct with respect to any financing transaction or withholding on account proposed financing transaction (including Customer claims) in connection with this Agreement and any breach or alleged breach of any tax law by GECAFS relating to consumer financing (unless caused solely by ABTAC) in connection with this Agreement and the transactions contemplated thereby. (C) The indemnified party must give the indemnifying party prompt notice of any natureclaims covered by the indemnity of this Agreement. Each party will promptly notify the others of any legal or regulatory proceeding or threat of legal or regulatory proceeding with respect to any matters which are the subject of this Agreement; provided, however, that the amount payable shall be grossed up failure to notify will not afford relief hereunder except to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchangedthat it results in prejudice.

Indemnification. 7.1 To the fullest extent permitted by law5.12.1 Borrower shall indemnify, the Company agrees to indemnify defend and hold harmless on an after tax basis the DealerAdministrative Agent and each Lender, its each of their Affiliates and their respective officers, directors, officersshareholders, controlling persons, employees, agents and controlling persons servants (Dealer and each such person being an "Indemnified Party"collectively, the “Indemnitees”) from and against, against and hereby agrees that an Indemnified Party shall have no liability to reimburse the Company or its owners, associated companies, security holders or creditors for, Indemnitees for any and all lossespenalties, claims, damages, chargeslosses, tax liabilities and obligations, of any kind or liabilities (nature whatsoever, that may be imposed upon, incurred by or actions asserted or awarded against any Indemnitee in respect thereof), whether joint or several, to which such Indemnified Party may become subject, any way relating to or arising out of or in connection with this Agreement, including without limitationthe other Credit Facility Documents, under chapter 4 of part 18 the use by Borrower of the Actproceeds hereof, or any claimrelated claim or investigation, litigationlitigation or proceeding, investigation or proceeding relating thereto ("Losses"), regardless the preparation of whether any of such Indemnified Party is a party defense with respect thereto, except and will reimburse each Indemnitee for all reasonable expenses (including all reasonable costs and expenses of a single legal counsel, together with a single legal counsel in each applicable jurisdiction, and all reasonable costs and expenses of multiple legal counsels to the extent necessary in the event that (i) the circumstances giving rise to such indemnification create an ethical conflict for such single counsel or (ii) the Indemnitees have inconsistent or conflicting defenses) incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim, investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by Borrower, or an Indemnitee is otherwise a party thereto (but not in respect of any claim or action brought by Borrower against any Indemnitee to enforce its rights hereunder or under any other Credit Facility Document), and whether or not the transactions contemplated by the Credit Facility Documents are consummated (collectively, “Subject Claims”). 5.12.2 The foregoing indemnities shall not apply with respect to an Indemnitee, to the extent any such Losses have been finally judicially determined claim, penalty, damage, loss, liability, obligation, cost, disbursement or expense incurred by or asserted or awarded against such Indemnitee is found in a final, non-appealable judgment by a Court court of competent jurisdiction to have resulted from fraud, the gross negligence or willful default on the part misconduct of such Indemnified PartyIndemnitee, and but shall continue to reimburseapply to other Indemnitees. Without limiting the generality of the foregoing, within 30 days of a written request, each such Indemnified Party Borrower shall not be liable for any reasonable legal special, indirect, consequential or punitive damages suffered by an Indemnitee, including any loss of profits, business or anticipated savings of such Indemnitee, other expenses incurred in connection with investigating, preparation for, providing evidence for than any such damages or defending losses imposed upon or asserted or awarded against any claim, action, proceeding, investigation or judgement to which this indemnity relates. Indemnitee by a third party. 5.12.3 If for any reason the foregoing indemnification is unavailable to any Indemnified Party Indemnitee or is insufficient to hold harmless any Indemnified Partyit harmless, then the Company Borrower shall contribute, to the maximum extent permitted by law, contribute to the amount paid or payable by the Indemnified Party such Indemnitee as a result of such loss, claim, damage or liabilityliability in such proportion as is appropriate to reflect the relative economic interests of Borrower and its equity holders on the one hand and such Indemnitee on the other hand in the matters contemplated by this Agreement and the other Credit Facility Documents as well as the relative fault of Borrower and such Indemnitee with respect to such loss, claim, damage or liability and any other relevant equitable considerations. 7.2 To 5.12.4 The provisions of this Section 5.12 shall survive the fullest extent permitted by lawsatisfaction or discharge of Borrower’s obligations hereunder, and shall be in addition to any other rights and remedies of the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or Lenders. 5.12.5 In case any action, suit or proceeding arising therefromshall be brought against any Indemnitee, whether or not such Indemnified Party is a party thereto Indemnitee shall promptly notify Borrower of the commencement thereof, and whether or not Borrower shall be entitled, at its expense, acting through counsel reasonably acceptable to such claimIndemnitee, to participate in, and, to the extent that Borrower desires, to assume and control the defense thereof. Such Indemnitee shall be entitled, at its expense, to participate in any action, suit or proceeding the defense of which has been assumed by Borrower. Notwithstanding the foregoing, Borrower shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the reasonable opinion of such Indemnitee and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnitee or a conflict of interest between such Indemnitee and Borrower (unless such conflict of interest is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance waived in writing by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate affected Indemnitees), and in such event (other than where the reverse charge applies), the Company will pay with respect to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimburseddisputes between such Indemnitee and another Indemnitee) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company Borrower shall pay to the Dealer the amount reasonable expenses of VAT such Indemnitee in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up such defense to the extent necessary provided in Sections 5.12.1 and 5.12.2. 5.12.6 Borrower shall promptly report to ensure thatthe relevant Indemnitee(s) on the status of such action, after investigation, suit or proceeding the defense of which is assumed by Borrower in accordance with Section 5.12.5, as material developments shall occur and from time to time as requested by such deduction Indemnitee (but not more frequently than every 60 days). Borrower shall deliver to such Indemnitee a copy of each document filed or withholdingserved on any party in such action, the amount received remains unchangedinvestigation, suit or proceeding, and each material document which Borrower possesses relating to such action, investigation, suit or proceeding. 5.12.7 Notwithstanding Borrower’s rights hereunder to control certain actions, investigations, suits or proceedings, if any Indemnitee reasonably determines that failure to compromise or settle any Subject Claim made against such Indemnitee is reasonably likely to

Indemnification. 7.1 To the fullest extent permitted by law, the The Company agrees to will indemnify and hold harmless on an after tax basis the DealerAdvisor, its Affiliates affiliates and their respective directorspartners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and controlling persons representatives (Dealer and each such person being an "“Indemnified Party"”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damagesdamages and liabilities, charges, tax or liabilities (or actions including in respect thereof)connection with seeking indemnification, whether joint or severalseveral (the “Liabilities”), to which such Indemnified Party may become subjectrelated to, relating to or arising out of or in connection with the Services contemplated by this Agreement or the engagement of the Advisor pursuant to, and the performance by the Advisor of the Services contemplated by, this Agreement, including without limitationwhether or not pending or threatened, under chapter 4 of part 18 of the Actwhether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, litigationsuit, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence initiated or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable brought by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company. The Company will reimburse any Indemnified Party for all reasonable out-of-pocket costs and expenses (including reasonable counsel attorneys’ fees and expenses) as they are incurred (after notice to the Company) in connection with investigating, preparing, pursuing, defending or assisting in the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or thereto. The Company will not such be liable under the foregoing indemnification provision with respect to any particular loss, claim, actiondamage, suit liability, cost or proceeding expense of an Indemnified Party that is initiated determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or brought willful misconduct of the Advisor. The attorneys’ fees and other expenses of an Indemnified Party shall be paid by the Company as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Company, as applicableIndemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the gross negligence or willful misconduct of the Advisor. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the Company agrees to (a) The MLP will indemnify and hold harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer Wexford and each Wexford Person (each such person being person, an "“Indemnified Party"”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, chargesliabilities, tax or liabilities (or actions in respect thereof)costs and expenses, whether joint or severalseveral (the “Liabilities”), to which such Indemnified Party may become subjectrelated to, relating to or arising out of or in connection with this Agreement or the Services contemplated by this Agreement or the engagement of Wexford pursuant to, and the performance Wexford of the Services contemplated by, this Agreement, including without limitationwhether or not pending or threatened, under chapter 4 of part 18 of the Actwhether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, litigationsuit, investigation or proceeding relating thereto ("Losses"), regardless is initiated or brought by or on behalf of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relatesMLP. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company The MLP will reimburse any Indemnified Party for all reasonable out-of-pocket costs and expenses (including reasonable counsel attorneys’ fees and expenses) as they are incurred (after notice to the Company) in connection with investigating, preparing, pursuing, defending or assisting in the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto thereto. The MLP will not be liable under the foregoing indemnification provision with respect to any particular Liability of an Indemnified Party solely to the extent that such is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. The attorneys’ fees and whether or not such claim, action, suit or proceeding is initiated or brought other expenses of an Indemnified Party shall be paid by the MLP as they are incurred upon receipt of an agreement by or on behalf of the Company, as applicableIndemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. 7.3 If (b) The MLP acknowledges and agrees that the performance Indemnified Parties have certain rights to indemnification and/or insurance provided by Wexford and certain of its affiliates and that such additional rights to indemnification and/or insurance are intended to be secondary to the primary obligation of the MLP to indemnify the Indemnified Parties hereunder. The MLP’s obligations to provide indemnification hereunder shall not be limited in any manner by the Dealer availability of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services such additional indemnification and/or insurance that may be available to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoiceIndemnified Parties. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by lawIntelsat Bermuda will indemnify, the Company agrees to indemnify exonerate and hold free and harmless on an after tax basis the DealerSponsors, its Affiliates their Sponsor Designees and their respective directorspartners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and controlling persons representatives (Dealer and each such person being an "“Indemnified Party"”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all actions, suits, losses, claims, damagesdamages and liabilities, charges, tax or liabilities (or actions including in respect thereof)connection with seeking indemnification, whether joint or severalseveral (the “Liabilities”), to which such Indemnified Party may become subjectrelated to, relating to or arising out of or in connection with the Services contemplated by this Agreement or the engagement of the Sponsors or their Sponsor Designees pursuant to, and the performance by the Sponsors and their Sponsor Designees of the Services contemplated by, this Agreement, including without limitationwhether or not pending or threatened, under chapter 4 of part 18 of the Actwhether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, litigationsuit, investigation or proceeding relating thereto ("Losses"), regardless of whether is initiated or brought by Intelsat Bermuda or any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relatesits subsidiaries. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company Intelsat Bermuda will reimburse any Indemnified Party for all reasonable out-of-pocket costs and expenses (including reasonable counsel attorneys’ fees and expenses) as they are incurred (after notice to the Company) in connection with investigating, preparing, pursuing, defending or assisting in the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or thereto. Intelsat Bermuda will not such be liable under the foregoing indemnification provision with respect to any particular loss, claim, actiondamage, suit liability, cost or proceeding expense of an Indemnified Party to the extent that such is initiated determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or brought willful misconduct of such Indemnified Party. The attorneys’ fees and other expenses of an Indemnified Party shall be paid by Intelsat Bermuda as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Company, as applicableIndemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. 7.3 If the performance by the Dealer of any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, the (a) The Company agrees to will indemnify and hold harmless on an after tax basis the DealerHI, its Affiliates affiliates, including without limitation Purchaser, and their respective directorspartners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and controlling persons representatives (Dealer and each such person being an "“Indemnified Party"”) from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof)damages and liabilities, whether joint or severalseveral (the “Indemnifiable Losses”), to which such Indemnified Party may become subjectrelated to, relating to or arising out of or in connection with the services contemplated by this Agreement or the engagement of HI pursuant to, and the performance by HI of the services contemplated by, this Agreement, including without limitationwhether or not pending or threatened, under chapter 4 of part 18 of the Act, whether or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such not an Indemnified Party is a party theretoand whether or not such action, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceedingsuit, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification proceeding is unavailable to any Indemnified Party initiated or insufficient to hold harmless any Indemnified Party, then brought by the Company shall contributedirectly, derivatively or otherwise, including without limitation any action, suit, proceeding or investigation arising out of any action or failure to the maximum extent permitted by law, to the amount paid or payable take action by the Indemnified Party as Company or any of its subsidiaries, whether or not based on a result theory of such lossprimary or secondary liability, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company and will reimburse any Indemnified Party for all reasonable out-of-pocket costs and expenses (including reasonable counsel attorneys’ fees and expenses) as they are incurred (after notice to the Company) in connection with investigating, preparing, pursuing, defending or assisting in the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of this sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, provided, that, subject to the following sentence, the Company, upon execution of a written undertaking reasonably satisfactory to HI confirming the Company’s indemnity obligations hereunder (without any reservation of rights) and expressly releasing all Indemnified Parties from any and all liability related to the matter in question (such undertaking, an “Indemnity Undertaking”), will be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or proceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party will have the right to employ separate counsel at the expense of the Company and to control its own defense of such action, suit, claim, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. The Company will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, suit, investigation, action or proceeding relating to the matters contemplated hereby, (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the applicable Indemnified Party and whether each other Indemnified Party from all liability arising or not that may arise out of such claim, actionsuit, suit investigation, action or proceeding proceeding. Provided the Company is initiated not in breach of its indemnification obligations hereunder, no Indemnified Party may settle or brought by or on behalf compromise any claim subject to indemnification hereunder without the consent of the Company, as applicableprovided, that prior thereto such Indemnified Party has been furnished with an Indemnity Undertaking. 7.3 (b) If any indemnification sought by any Indemnified Party pursuant to this Section is unavailable for any reason or is insufficient to hold the performance by the Dealer of Indemnified Party harmless against any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services Indemnifiable Losses referred to the Company that is taxable at a positive rate (other than where the reverse charge applies)herein, then the Company will pay contribute to the DealerIndemnifiable Losses for which such indemnification is held unavailable or insufficient in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by the Company, on the one hand, and HI, on the other hand, in connection with the transactions which gave rise to such Indemnifiable Losses or, if such allocation is not permitted by applicable law, not only such relative benefits but also the relative faults of the Company, on the one hand, and HI, on the other hand, as well as any other equitable considerations, subject to the limitation that in any event the aggregate contribution by the Indemnified Parties to all Indemnifiable Losses with respect to which contribution is available hereunder will not exceed the Fees paid through the date on which (or, if more than one date, the last date on which) the conduct occurred that gave rise to the Indemnifiable Loss. (c) Notwithstanding any other provision hereof, none of HI nor any employee, officer, director or other related person or entity will have any liability or obligation by reason of this Agreement for performance or nonperformance of services contemplated hereby except and solely to the extent that it is judicially determined by a court of competent jurisdiction that such person intentionally breached or caused to be breached a material provision of this Agreement. The parties hereto hereby expressly disclaim any liability or obligation of HI and its affiliates or any of their respective employees, officers, directors and other related persons or entities for actual or alleged negligence of any character in connection with the services contemplated by this Agreement. (d) The provisions of this Section 4 will be in addition to and in no manner limit or otherwise affect any other right that HI or any other Indemnified Party may have, whether by contract, or arising as a matter of law or the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect constituent documents of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input taxother entity. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To the fullest extent permitted by law, This Agreement will confirm that the Company agrees to indemnify and hold harmless on an after tax basis CTA and its affiliates, the Dealerrespective members, its Affiliates and their respective directors, officersofficers and employees of CTA and its affiliates (as defined in the Securities Exchange Act of 1934, employeesas amended) and each person, agents and if any, controlling persons CTA or any of its affiliates (Dealer CTA and each such person and entity being referred to as an "Indemnified PartyPerson") ), to the fullest extent legally permissible from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, charges, tax damages or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating related to or arising out of this engagement or the role of CTA in connection herewith, and will pay (or, if paid by an Indemnified Person, reimburse such Indemnified Person) for all fees and expenses (including, without limitation, reasonable attorneys' fees) incurred by such Indemnified Person in connection with investigating, preparing or defending any such action or claim, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any claims, liabilities, losses, damages or expenses which result from any compromise or settlement not approved by the Company or which result primarily from the fraud, willful misconduct or gross negligence of any Indemnified Person. The Company also agrees that no Indemnified Person shall have any liability to the Company for or in connection with this Agreementengagement, including except for any such liability for losses, claims, damages, liabilities or expenses incurred by the Company that results from the fraud, willful misconduct or gross negligence of the Indemnified Person. The foregoing agreement shall be in addition to any rights that either party may have at common law or otherwise, including, without limitation, under chapter 4 any right to contribution. If any action or proceeding is brought against any Indemnified Person in respect of part 18 which indemnity may be sought against the Company pursuant hereto, or if any Indemnified Person receives notice from any potential litigant or a claimant which such person reasonable believes will result in the commencement of any such action or proceeding, such Indemnified Person shall promptly notify the Company in writing of the Actcommencement of such action or proceeding, or of the existence of such claim. In case any claim, litigation, investigation such action or proceeding relating thereto shall be brought against any Indemnified Person, the Company shall be entitled to participate in such action or proceeding with counsel of the Company's choice, or compromise or settle such action or proceeding, at its expense ("Losses"in which case, the Company shall not thereafter be responsible for the fees and expenses of any separate counsel retained by such Indemnified Person); provided, however, that such counsel shall be satisfactory to the Indemnified Person in the exercise of its reasonable judgment. Notwithstanding the Company's election to assume the defense of such action or proceeding, such Indemnified Person shall have the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Company shall bear the reasonable fees, costs and expenses of such separate counsel (and shall pay such fees, costs and expenses, at least quarterly), regardless if (i) the use of whether counsel chosen by the Company to represent such Indemnified Person would, in the written opinion of counsel to the Indemnified Person, present such counsel with a conflict of interest, (ii) the defendants in, or targets of, any such action or proceeding include both Indemnified Person(s) and the Company, and such Indemnified Person(s) shall have reasonably concluded that there may be legal defenses available to it or to other Indemnified Persons which are different from or additional to those available to the Company (in which case, the Company shall not have the right to direct the defense of such action or proceeding on behalf of the Indemnified Party Person), (iii) the Company shall not have employed counsel within twenty (20) business days after notice of the institution of such action or proceeding (or such shorter period if necessitated by the action); or (iv) the Company shall authorize such Indemnified Person to employ separate counsel at the Company expense; provided, however, that all such Indemnified Persons shall be limited to, and the Company's obligation hereunder to bear reasonable fees and expenses of separate counsel shall be satisfied by, the employment of one counsel for such action for all Indemnified Persons. In order to provide for just and equitable contribution, if a claim of indemnification hereunder is found unenforceable in a party thereto, except to the extent that any such Losses have been finally judicially determined final judgment by a Court court of competent jurisdiction (not subject to have resulted from fraudfurther appeal), gross negligence or willful default on even though the part of express provisions hereof provide for indemnification in such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Partycase, then the Company and CTA shall contribute, contribute to the maximum extent permitted by lawlosses, claims, damages, judgments, liability or costs to the amount paid or payable by which the Indemnified Party as a result of such lossPerson may be subject in accordance with the relative benefits received by, claimand the relative fault of, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) each in connection with the investigation ofstatements, preparation acts or omissions which resulted in such losses, claims, damages, judgments, liabilities or costs. The parties agree that a pro rata allocation would be unfair. No person found liable for a fraudulent misrepresentation or defense omission shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation or settlement omission. Notwithstanding the foregoing, CTA shall not be obligated to contribute to any amount hereunder that exceeds the amount of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought fees previously received by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of any of CTA for its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate under this Agreement. These indemnification provisions shall (i) remain operative and in full force and effect regardless of (A) any termination of this Agreement other than where for fraud, willful misconduct or gross negligence, or (B) completion of the reverse charge applies), the Company will pay engagement by CTA; (ii) inure to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect benefit of any feessuccessors, costs assigns, heirs or expenses paid or incurred by the Dealer personal representatives of any Indemnified Person; and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT (iii) be in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input taxother rights that any Indemnified Person may have. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To Recognizing that transactions of the fullest extent permitted by lawtype contemplated in this Agreement sometimes result in litigation and that the Placement Agents' roles are advisory, the Company agrees to indemnify and hold harmless on an after tax basis each of the DealerPlacement Agents, its Affiliates partners, employees, agents, affiliates and persons deemed to be in control of the Placement Agents within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (collectively, the "Indemnified Parties"), from and against any claims, damages, expenses (including reasonable attorneys' fees and legal costs) and liabilities, joint or several, related to or arising in any manner out of any transaction, proposal or any other matter (the "Matters") contemplated by the engagement of the Placement Agents hereunder. The Company also agrees that neither the Placement Agents nor any other Indemnified Party shall have any liability to the Company or its affiliates, partners, directors, agents, employees, controlling persons or securityholders for any losses, claims or expenses related to or arising out of any Matters, except as provided in this section. The Company will promptly reimburse any Indemnified Party for all expenses as reasonably incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim related to or arising in any manner out of any Matter contemplated by the engagement of the Placement Agents hereunder, or any action or proceeding arising therefrom. The Company may assume the defense of any litigation or proceeding in respect of which indemnity may be sought hereunder, including the employment of counsel and experts reasonably satisfactory to the Placement Agents and the payment of the fees and expenses of such counsel and experts, in which event, except as provided below, the Company shall not be liable for the fees and expenses of any other counsel or expert retained by any Indemnified Party in connection with such litigation or proceeding. In any such litigation or proceeding the defense of which the Company shall have so assumed, any Indemnified Party shall have the right to participate in such litigation or proceeding and to retain its own counsel and experts, but the fees and expenses of such counsel and experts shall be at the expense of such Indemnified Party unless (i) the Company and such Indemnified Party shall have mutually agreed in writing to the retention of such counsel or experts, (ii) the Company shall have failed in a timely manner to assume the defense and employ counsel or experts reasonably satisfactory to the Placement Agents in such litigation or proceeding, or (iii) the named parties to any such litigation or proceeding (including any impleaded parties) include the Company and such Indemnified Party and representation of the Company and any Indemnified Party by the same counsel or experts would, in the reasonable opinion of the Placement Agents, be inappropriate due to actual or potential differing interests between the Company and any such Indemnified Party. The Company shall not, without the prior written consent of the Placement Agents, settle any litigation relating to this Agreement or any Matter unless such settlement includes an express, complete and unconditional release of the Placement Agents and their affiliates (and their respective control persons, partners, directors, officers, employees, agents consultants and controlling persons (Dealer and each agents) with respect to all claims asserted in such person being litigation or relating to this Agreement or any Matter; such release to be set forth in an "Indemnified Party") from and against, and hereby agrees that instrument signed by all parties to such settlement. Neither the Company nor an Indemnified Party shall have no liability to be liable for any settlement of any litigation or proceeding effected without its written consent, unless such settlement, compromise or consent includes an unconditional release of the Company or its ownerseach Indemnified Party, associated companiesas the case may be, security holders from all liability arising out of such claim, action, suit or creditors forproceeding. Notwithstanding any provision herein to the contrary, the Company shall not be liable hereunder for indemnification to an Indemnified Party, and the Indemnified Party shall not be exculpated, indemnified or reimbursed, in respect of any and all losses, claims, damages, chargeslosses, tax liabilities or liabilities (expenses that are finally judicially determined to have resulted primarily and directly from the gross negligence or actions in respect thereof), whether joint or several, to which willful misconduct of such Indemnified Party may become subjectParty. Subject to the foregoing sentence, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses")no event, regardless of the legal theory advanced, shall any Indemnified Party be liable for any consequential, indirect, incidental or special damages of any nature. The Company agrees that the exculpation, indemnification and reimbursement commitments set forth in this Agreement shall apply whether any of or not such Indemnified Party is a formal party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, actionaction or proceeding. The Company agrees that if any exculpation, proceeding, investigation indemnification or judgement reimbursement sought pursuant to which this indemnity relates. If letter were for any reason the foregoing indemnification is unavailable not to be available to any Indemnified Party or insufficient to hold harmless any Indemnified PartyParty harmless as and to the extent contemplated hereby, then the Company shall contribute, to the maximum extent permitted by law, contribute to the amount paid or payable by the Indemnified Party as a result of the claims, damages, losses, expenses and liabilities in such loss, claim, damage or liability. 7.2 To proportion as is appropriate (i) to reflect the fullest extent permitted by law, relative benefits to the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to its securityholders on the Company) one hand, and the Placement Agents on the other hand, in connection with the investigation oftransaction to which such exculpation, preparation indemnification or reimbursement relates or (ii) if the allocation on that basis is not permitted by applicable law, to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of each such Indemnified Party, respectively, and the Company as well as any other relevant equitable considerations. The Company and the Placement Agents agree that it would not be just and equitable if the contribution provided for or defense or settlement of any pending or threatened claim herein were determined by pro rata allocation or any actionother method which does not take into account the equitable considerations referred to above. It is hereby agreed that the relative benefits to the Company, suit on the one hand, and the Placement Agents, on the other hand, with respect to this engagement shall be deemed to be in the same proportion as (i) the gross proceeds received (or proceeding arising therefrom, to be received) by the Company and/or its securityholders in connection with any Transaction (whether or not such consummated) for which the Placement Agents are engaged to render financial advisory services bears to (ii) the fee paid to the Placement Agents in connection with this engagement. In no event shall the Placement Agents contribute in excess of the fees actually received by the Placement Agents pursuant to the terms of this engagement. The exculpation, indemnity, reimbursement and contribution obligations of the Company shall survive the termination of this engagement, shall be in addition to any liability which the Company may otherwise have and shall be binding upon and inure to the benefit of any successors and assigns of the Company and any successors, assigns, heirs and personal representatives of an Indemnified Party is a party thereto Party. The exculpation, indemnity, reimbursement and whether or not such claim, action, suit or proceeding is initiated or brought contribution provided herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any party hereto or any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any party hereto. In the event RBC submits to the Company, as applicable. 7.3 If in a writing executed by RBC, information ("RBC Information"), and expressly requests in such signed writing that the performance by RBC Information be included in a prospectus supplement in connection with the Dealer of any of its obligations Transaction, RBC agrees to discuss with the Company the terms under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services which RBC may provide indemnification to the Company that is taxable at a positive rate (other than where in connection with the reverse charge applies)inclusion of RBC Information in such prospectus supplement. As of the date hereof, the Company will pay RBC does not anticipate providing any RBC Information to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoiceCompany. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.

Indemnification. 7.1 To (a) Subject to the fullest extent permitted by lawprovisions of this Section 4.9, the Company agrees to will indemnify and hold each Purchaser Party harmless on an after tax basis the Dealer, its Affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an "Indemnified Party") from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any and all losses, claims, damages, charges, tax or liabilities (or actions in respect thereof), whether joint or several, to which such Indemnified Party may become subject, relating to or arising out of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent Losses that any such Losses Purchaser Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents (a “Covered Action”) (unless such action is based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have been with any such shareholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined by a Court of competent jurisdiction to have resulted from constitute fraud, gross negligence or willful default on misconduct). (b) If any Covered Action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the part of such Indemnified PartyCompany in writing, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contributehave the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such Covered Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the maximum extent permitted that (i) the employment thereof has been specifically authorized by lawthe Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such Covered Action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by an Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the amount paid or payable by extent, but only to the Indemnified Party as extent that a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by lawliability is attributable to any Purchaser Party’s willful misconduct, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for gross negligence or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer breach of any of its obligations under the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement represents for VAT purposes or in the making other Transaction Documents. The Company shall not, without the prior written consent of the Purchaser Party (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the Dealer claimant or plaintiff to such Purchaser Party of a release from all liability in respect to such Covered Action, and such settlement shall not include any supply of goods or services admission as to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable fault on the supply on receipt part of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect such Purchaser Party. The indemnification required by this Section 4.9 shall be made by periodic payments of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount thereof during the course of VAT the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any net fee, cost cause of action or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect similar right of a payment under this Agreement any Purchaser Party against the Company is obliged or others and any liabilities the Company may be subject to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up pursuant to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchangedlaw.

Indemnification. 7.1 To the fullest extent permitted by law, the (a) The Company agrees to indemnify and hold harmless on an after tax basis the DealerPurchaser, its Affiliates Affiliates, and their each Person, if any, who controls Purchaser, or any of its Affiliates, within the meaning of the Securities Act or the Exchange Act (each, a "Controlling Person"), and the respective directorspartners, officersagents, employees, agents officers and controlling persons Directors of Purchaser, their Affiliates and any such Controlling Person (Dealer and each such person being an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against, and hereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, against any and all losses, claims, damages, chargesliabilities and expenses (including, tax or liabilities (or actions in respect thereof)without limitation and as incurred, whether joint or several, to which such Indemnified Party may become subject, relating to or arising out reasonable costs of or in connection with this Agreement, including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on the part of such Indemnified Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for any reasonable legal or other expenses incurred in connection with investigating, preparation for, providing evidence for preparing or defending any claim, action, proceeding, investigation or judgement to which this indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. 7.2 To the fullest extent permitted by law, the Company will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto thereto, provided that the Company shall not be obligated to advance such costs to any Indemnified Party other than Purchaser unless it has received from such Indemnified Party an undertaking to repay to the Company the costs so advanced if it should be determined by final judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder with respect to such costs) which may be incurred by such Indemnified Party in connection with any investigative, administrative or judicial proceeding brought or threatened that relates to or arises out of, or is in connection with any activities contemplated by any Transaction Agreement or any other services rendered in connection herewith; PROVIDED that the Company will not be responsible for any claims, liabilities, losses, damages or expenses that are determined by final judgment of a court of competent jurisdiction to result from such Indemnified Party's gross negligence, willful misconduct or bad faith. (b) If any action shall be brought against an Indemnified Party with respect to which indemnity may be sought against the Company under this Agreement, such Indemnified Party shall promptly notify the Company in writing and whether the Company, at its option, may, assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party and payment of all reasonable fees and expenses. The failure to so notify the Company shall not affect any obligations the Company may have to such Indemnified Party under this Agreement or otherwise unless the Company is materially adversely affected by such failure. Such Indemnified Party shall have the right to employ separate counsel in such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless (i) the Company has failed to assume the defense and employ counsel or (ii) the named parties to any such action (including any impleaded parties) include such Indemnified Party and the Company, and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company, in which case, if such Indemnified Party notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, PROVIDED, HOWEVER, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the reasonable fees and expenses of more than one such firm of separate counsel, in addition to any local counsel, which counsel shall be designated by Purchaser. The Company shall not be liable for any settlement of any such action effected without the written consent of the Company (which shall not be unreasonably withheld) and the Company agrees to indemnify and hold harmless each Indemnified Party from and against any loss or liability by reason of settlement of any action effected with the consent of the Company. In addition, the Company will not, without the prior written consent of Purchaser, settle or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, action, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is initiated a party thereto) unless such settlement, compromise, consent or brought termination includes an express unconditional release of Purchaser and the other Indemnified Parties, satisfactory in form and substance to Purchaser, from all liability arising out of such action, claim, suit or proceeding. (c) If for any reason the foregoing indemnity is unavailable (otherwise than pursuant to the express terms of such indemnity) to an Indemnified Party or insufficient to hold an Indemnified Party harmless, then in lieu of indemnifying such Indemnified Party, the Company shall contribute to the amount paid or payable by such Indemnified Party as a result of such claims, liabilities, losses, damages, or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by Purchaser on the other from the transactions contemplated by this Agreement or (ii) if the allocation provided by clause (i) is not permitted under applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and Purchaser on the other, but also the relative fault of the Company and Purchaser as well as any other relevant equitable considerations. Notwithstanding the provisions of this Section 13.3, the aggregate contribution of all Indemnified Parties shall not exceed the amount of interest and fees actually received by Purchaser pursuant to this Agreement. It is hereby further agreed that the relative benefits to the Company on the one hand and Purchaser on the other with respect to the transactions contemplated hereby shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of material fact or the omission or alleged omission to state a material fact related to information supplied by the Company or by Purchaser and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (d) The indemnification, contribution and expense reimbursement obligations set forth in this Section 13.3 (i) shall be in addition to any liability the Company may have to any Indemnified Party at common law or otherwise; (ii) shall survive the termination of this Agreement and the other Transaction Agreements and the payment in full of the Convertible Note and (iii) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Company, as applicable. 7.3 If the performance by the Dealer of Purchaser or any of its obligations under this Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any net fee, cost or expense, provided the Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the extent necessary to ensure that, after such deduction or withholding, the amount received remains unchanged.Indemnified Party. 45