Common use of Indemnification Clause in Contracts

Indemnification. (a) The Company agrees to indemnify and hold harmless Purchaser, its Affiliates, and 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 partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party 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 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company agrees to will indemnify and hold harmless PurchaserCarlyle and its officers, its Affiliates, and 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 partnersemployees, agents, employeesrepresentatives, officers members and Directors of Purchaser, their Affiliates and any such Controlling Person affiliates (each being an "“Indemnified Party"”) and collectively, the "Indemnified Parties"), from and against any and all losses, costs, expenses, claims, damagesdamages and liabilities (the “Liabilities”) to which such Indemnified Party may become subject under any applicable law, liabilities or any claim made by any third party, or otherwise, to the extent they relate to or arise out of the performance of the Services contemplated by this Agreement or the engagement of Carlyle pursuant to, and the performance by Carlyle of the Services contemplated by, this Agreement. The Company will reimburse any Indemnified Party for all reasonable costs and expenses (includingincluding reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, without limitation and as incurredpreparation for or defense of any pending or threatened claim for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, reasonable costs of investigating, preparing or defending any such claim action or actionproceeding arising therefrom, whether or not such Indemnified Party is a party theretohereto, provided that that, subject to the following sentence, 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 the Company, at its option, may, assume the defense thereofthereof at its own expense, including the employment of with counsel reasonably satisfactory to such Indemnified Party and payment of all in its reasonable fees and expensesjudgment. The failure to so notify the Company shall not affect any obligations the Company may have to such Any Indemnified Party under this Agreement may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim or otherwise unless proceeding in which the Company Company, on the one hand, and an Indemnified Party, on the other hand, is, or is materially adversely affected by reasonably likely to become, a party, such failure. Such Indemnified Party shall have the right to employ separate counsel in at the Company’s expense and to control its own defense of such action and participate action, claim or proceeding if, in the defense thereof, but the fees and expenses reasonable opinion of such counsel shall be at the expense of to such Indemnified Party, unless (i) the Company has failed to assume the defense and employ counsel a conflict or (ii) the named parties to any such action (including any impleaded parties) include such Indemnified Party and potential conflict exists between the Company, on the one hand, 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, howeveron the other hand, that the Company shall not, in connection with any one would make 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 Purchaserrepresentation advisable. 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 that it will not, without the prior written consent of Purchaserthe applicable Indemnified Party, settle or settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, suit action or proceeding in respect relating to which indemnification or contribution may be sought hereunder the matters contemplated hereby (whether or not if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise, compromise or consent or termination includes an express unconditional release of Purchaser the applicable Indemnified Party and the each other Indemnified Parties, satisfactory in form and substance to Purchaser, Party from all liability arising or that may arise out of such actionclaim, action or proceeding. Provided that the Company is not in 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 loss, claim, suit damage, liability, cost or proceeding. (c) expense is 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 willful misconduct of Carlyle. 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 harmlessis reimbursed hereunder for any expenses, then in lieu such reimbursement of indemnifying such Indemnified Party, the Company expenses shall contribute be refunded to the amount paid or payable by such Indemnified Party as a result of such claims, liabilities, losses, damages, or expenses (i) extent it is finally judicially determined that the Liabilities 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 question resulted solely from the transactions contemplated by this Agreement gross negligence 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 willful misconduct 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 misrepresentationCarlyle. (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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company Each Lender Party severally agrees to indemnify and hold harmless Purchaser, its Affiliates, each Lead Arranger and each PersonAgent (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, if anyobligations, who controls Purchaserlosses, 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 Agent in any of its Affiliates, within the meaning way relating to or arising out of the Securities Act Loan Documents or any action taken or omitted by such Agent under the Exchange Act Loan Documents (each, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "“Indemnified Parties"Costs”); provided, from and against however, that no Lender Party shall be liable for any and all portion of such liabilities, obligations, losses, claims, damages, liabilities 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 a final, non-appealable judgment by a court of competent jurisdiction with respect to such Agent or the Joint Lead Arrangers, 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 limitation, fees and as incurredexpenses of counsel) payable by the Borrower under Section 8.04, reasonable costs of investigating, preparing to the extent that such Lead Arranger or defending any such claim or action, whether or Agent is not such Indemnified Party is a party thereto, provided that the Company shall not be obligated to advance promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Party other than Purchaser unless it has received from Costs, this Section 7.05 applies whether any 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 investigativeinvestigation, administrative litigation or judicial proceeding is brought or threatened that relates to or arises out of, or is in connection with any activities contemplated by any Transaction Agreement Lender Party 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 faithPerson. (b) If 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 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 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 taken or otherwise unless the Company is materially adversely affected omitted by such failure. Such Indemnified Party shall have Issuing Bank under 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, Loan Documents; provided, however, that the Company no Lender Party shall notbe liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Issuing Bank’s gross negligence or willful misconduct as found 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 a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the same general allegations or circumstancesforegoing, be responsible hereunder each Lender Party agrees to reimburse such Issuing Bank promptly upon demand for the reasonable its ratable share of any costs and expenses (including, without limitation, fees and expenses of more than one such firm of separate counsel) payable by the Borrower under Section 8.04, 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or extent that such Issuing Bank is not any Indemnified Party is a party thereto) unless promptly reimbursed for such settlement, compromise, consent or termination includes an express unconditional release of Purchaser costs and expenses by the other Indemnified Parties, satisfactory in form and substance to Purchaser, from all liability arising out of such action, claim, suit or proceedingBorrower. (c) If for For purposes of this Section 7.05, the Lender Parties’ respective ratable shares of any reason the foregoing indemnity is unavailable (otherwise than pursuant amount shall be determined, at any time, according to the express terms sum 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 the aggregate principal amount of the Advances outstanding at such proportion as is appropriate time and owing 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 respective Lender Parties, (ii) if their respective Pro Rata Shares of the allocation aggregate Available Amount of all Letters of Credit outstanding at such time and (iii) their respective Unused Revolving Credit Commitments at such time; provided by clause (i) is not permitted under applicable lawthat 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, in such proportion as is appropriate the case may be, promptly upon demand for its ratable share of any amount required to reflect not only the relative benefits received be paid by the Company on Lender Parties to such Agent or such Issuing Bank, as the one hand and Purchaser on 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 the othercase may be, for its ratable share of such amount, but also no Lender Party shall be responsible for the relative fault failure of the Company and Purchaser as well as any other relevant equitable considerationsLender Party to reimburse such Agent or such Issuing Bank, as the case may be, for such other Lender Party’s ratable share of such amount. Notwithstanding Without prejudice to the provisions survival of this Section 13.3any other agreement of any Lender Party hereunder, the aggregate contribution agreement and obligations 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 each Lender Party contained 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) 7.05 shall survive the termination of this Agreement and the other Transaction Agreements and the payment in full of principal, interest and all other amounts payable hereunder and under the Convertible Debentures and (iii) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Purchaser or any other Indemnified PartyLoan Documents.

Indemnification. 7.1 To the fullest extent permitted by law, and subject to the limitations set forth in Section 6 of this Agreement, each Party (athe “Indemnifying Party”) The Company agrees to shall indemnify and hold harmless Purchaser, its Affiliatesthe other Party, and each Personits current and future direct and indirect parent companies, if anyaffiliates and their shareholders, who controls Purchaserofficers, or any of its Affiliatesdirectors, within the meaning of the Securities Act or the Exchange Act (each, a "Controlling Person"), and the respective partnersemployees, agents, employees, officers servants and Directors of Purchaser, their Affiliates and any such Controlling Person assigns (each an "Indemnified Party") and collectively, the "“Indemnified Parties")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, claimsexpenses, damagesdamage to property, liabilities and expenses (injury to or death of any person, including, without limitation but not limited to, the Indemnified Party’s employees and as incurredits affiliates’ employees, subcontractors and subcontractors’ employees, or any other liability incurred by the Indemnified Party, including reasonable costs 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 investigatingthis Agreement, preparing except to the extent caused wholly or defending in part by any such negligent, grossly negligent or willful act or omission of the Indemnified Party. 7.2 If any claim or actioncovered by Section 7.1 is brought against the Indemnified Party, whether or not such then the Indemnifying Party shall be entitled to participate in, and unless in the opinion of counsel for the Indemnified Party is a party thereto, provided that conflict of interest between 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 Parties may exist with respect to such costs) which may be incurred by such Indemnified Party in connection with any investigativeclaim, 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 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 claim, with counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party does not assume the defense of such the Indemnified Party, providedor if a conflict precludes the Indemnifying Party from assuming the defense, howeverthen 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, that the Company shall notIndemnified Party, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings at its sole option, may participate in the same jurisdiction arising out defense, at its own expense, with counsel of its own choice without relieving the same general allegations 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 circumstancespunitive damages of any kind whatsoever, be responsible hereunder for the reasonable fees whether in contract, tort or strict liability. 7.3 The Indemnifying Party's obligation to indemnify under this Section 7 shall survive termination of this Agreement, 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 limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Indemnifying Party under 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 additionstatutory scheme, the Company will notincluding, without the prior written consent of Purchaserlimitation, settle under any Worker’s Compensation Acts, Disability Benefit Acts or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 proceedingEmployee Benefit Acts. (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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company If either party to this Agreement brings an action based on this Agreement, the 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 Purchaserthe Advisor and his affiliates, its Affiliatescounsel and other professional advisors, the respective directors, officers, agents and employees of each Person, if any, who controls Purchaser, of the foregoing or any of its Affiliates, 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, (eachindividually, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") " and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, expenses or liabilities resulting from, relating 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, services rendered pursuant to this Agreement or any of the transactions covered thereby. In addition, the Company agrees to reimburse each Indemnified Party for all reasonable out-of-pocket and direct expenses (including reasonable fees and expenses (including, without limitation and of counsel) as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party 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 they are incurred by such Indemnified Party in connection with investigating, preparing or defending any investigativesuch action or claim, administrative whether or judicial proceeding brought or threatened that relates to or arises out of, or is not in connection with litigation in which any activities contemplated by any Transaction Agreement or any other services rendered in connection herewith; provided that Indemnified Party is named party. Notwithstanding the Company will foregoing, MYM shall not be responsible for liable to an Indemnified Party in respect to any claimsloss, liabilitiesclaim, lossesdamage, damages liability or expenses that are determined by expense to the extent the same is determined, in a final judgment of by a court of competent jurisdiction jurisdiction, to result have resulted primarily and directly from such the gross negligence or willful misconduct of that Indemnified Party's gross negligence, willful misconduct . In the event of the assertion against any Indemnified Party of any claim or bad faith. (b) If the commencement of any action or proceeding, MYM shall be brought against an Indemnified Party with respect entitled to which indemnity may be sought against participate in such action or proceeding, and in the Company under this Agreementinvestigation of such claim, such Indemnified Party shall promptly notify the Company in writing and after written notice from the Company, to assume the investigation or defense of such claim, action or proceeding with counsel of its choice at its optionexpense; provided however, may, that such counsel shall be reasonably satisfactory to that Indemnified Party. Notwithstanding MYM's election to assume the defense thereofor investigation of such claim, 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 action or proceeding, 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 local counsel, if necessary) and to participate in the defense thereofor investigation of such claim, but action or proceeding, and the Company shall advance and bear the expense (including reasonable fees and expenses disbursements) of such counsel separate counsel. In the event that MYM shall be at the expense of such Indemnified Party, unless (i) the Company has failed to assume have assumed the defense and employ counsel or (ii) the named parties to investigation of any such claim, 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 Companyproceeding, the Company shall may not have the right to assume the defense of settle any such claim, 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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) named as defendant therein. If for any reason the foregoing indemnity indemnification is unavailable (otherwise than pursuant to the express terms of such indemnity) to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, it harmless as contemplated herein then in lieu of the indemnifying such Indemnified Party, the Company party shall contribute to the amount paid or payable by such the Indemnified Party as a result of such claimsloss, liabilitiesclaim, losses, damages, liability or expenses (i) expense 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 it appropriate to reflect not only the relative benefits received by the Company and their affiliates, on the one hand hand, and Purchaser the Advisor, or the other applicable Indemnified Party, as the case may be, on the otherother hand, but also the relative fault of the Company and Purchaser their affiliates and any Indemnified Party, as the case may be, as well as any other relevant equitable considerations. Notwithstanding , subject to the provisions of this Section 13.3, 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 interest and fees actually received by Purchaser the Advisor pursuant to this Agreement. It is hereby further agreed that the relative benefits to the Company MYM on the one hand and Purchaser the Advisor on the other hand with respect to the transactions any transaction or proposed transaction contemplated hereby by this Agreement shall be determined by reference to, among other things, whether any untrue or alleged untrue statement deemed to be in the same proportion as (i) the total value of material fact or the omission or alleged omission transaction to state a material fact related (ii) the fee paid to information supplied by the Company or by Purchaser and the parties' relative intent, knowledge, access Advisor with respect to information and opportunity to correct or prevent such statement or omissiontransaction. No Person guilty of fraudulent misrepresentation (within Indemnified party shall have any liability to MYM or any other person in connection with the meaning of Section 11(f) of services rendered pursuant to this Agreement, except for the Securities Act) shall be entitled liability for losses, claims, damages or liabilities finally judicially determined to contribution have resulted from any Person who was not guilty of such fraudulent misrepresentation. (d) Indemnified Party's gross negligence or willful misconduct. The indemnificationindemnity, contribution and expense reimbursement obligations set forth in this Section 13.3 (i) herein shall be in addition to any liability the Company may have to any an Indemnified Party at common law or otherwise; (ii) , and shall survive the termination expiration of the term of this Agreement and Agreement. If any personnel of an Indemnified Party appears as a witness, are deposed or are otherwise involved in the other Transaction Agreements and the payment in full defense of any action against any Indemnified Party, MYM or any officer or director of the Convertible Debentures Company, MYM will reimburse such Indemnified Party for all reasonable out-of-pocket and direct expenses (iiiincluding the reasonable fees and expenses of counsel for such Indemnified Party) shall remain operative and in full force and effect regardless incurred by it by reason of any investigation made of its 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 on behalf 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 Purchaser law rules, of the State of New York. Any suits, claims, causes of action, or any other Indemnified Partydisputes arising under this Agreement shall be brought in the courts of the State of New York or in the United States District Court of the Southern District of New York.

Indemnification. (a) The Company agrees to indemnify and hold harmless Purchaser, its Affiliates, and 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 partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), Parties from and against any and all losses, claims, damages, losses, liabilities and expenses (including, without limitation limitation, fees and disbursements of counsel), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of this Agreement (including as incurreda result of any breach or inaccuracy of any representation, reasonable costs 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 the proceeds of investigatingthe Series C Preferred Equity Offering, preparing or defending any such claim claim, litigation, investigation or actionproceeding relating to any of the foregoing, regardless of whether or not such any Indemnified Party is a party thereto, provided that and the Company shall not 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 obligated limited to advance such costs 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 Indemnified Party other than Purchaser unless it has received of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent 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 an undertaking to repay shall have any liability (whether direct or indirect, in contract, tort or otherwise) 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 for or in connection with any investigativethe transactions contemplated hereby, administrative or judicial proceeding brought or threatened that relates except to or arises out ofthe extent such liability is found in a final, 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 non-appealable order of a court of competent jurisdiction to result have resulted from such Indemnified Party's gross negligence, willful misconduct or ’s bad faith. (b) If , actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any action shall be brought against an Indemnified Party with respect to which indemnity may be sought against liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company under 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 promptly notify the Company in writing and 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 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, telecommunications or other information transmission systems that is intercepted by such action effected 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 (which shall such consent not to be unreasonably withheld) and withheld or delayed). Notwithstanding 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 additionforegoing, 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 no indemnification by the Company may have to for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party at common law or otherwise; (ii) shall survive the termination for any violation 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 Law by or on behalf of Purchaser or any other such Indemnified Party.

Indemnification. (a) The Company agrees to Customer, at its sole expense, will defend, indemnify and hold harmless PurchaserArcserve and its directors, its Affiliatesofficers, and each Personemployees, 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 partnerscontractors, agents, employeesdistributors, officers resellers, successors and Directors of Purchaser, their Affiliates and any such Controlling Person assigns (each an "Indemnified Party"“Arcserve Indemnitees”) and collectively, the "Indemnified Parties"), harmless from and against any and all lossesactual or threatened suits, claimsactions, proceedings (at law or in equity), claims (groundless or otherwise), damages, liabilities payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, without limitation and as incurredbut not limited to, reasonable costs of investigatingattorney fees, preparing or defending costs, penalties, interest and disbursements) resulting from any such claim or third party claim, suit, action, or proceeding (“Claim”) against an Arcserve Indemnitee, whether successful or not such Indemnified Party is a party theretonot, provided that the Company shall not be obligated to advance such costs to any Indemnified Party other than Purchaser unless it has received resulting 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 or arising in connection with with: (i) any investigativegross negligence or willful misconduct by Customer; (ii) any breach by Customer of this Agreement (including, administrative but not limited to, any breach by Customer of its representation or judicial proceeding brought warranties); or threatened that relates to or arises out of, or is in connection with any activities contemplated by any Transaction Agreement (iii) Customer Data (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 the Companyportion thereof). Arcserve, at its optionsole expense, maywill defend Customer and its directors, assume the defense thereofofficers, including the employment of counsel reasonably satisfactory to such Indemnified Party employees, contractors, agents, successors 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 assigns (i“Customer Indemnitees”) 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 and all Claims, and indemnify and hold Customer harmless from damages awarded or liability by reason of 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 action effected with 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 consent Security Obligations. The indemnifying party’s indemnification obligations under this section are conditioned upon the indemnified party: (x) giving prompt notice of the CompanyClaim 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 affirmative obligation of or result in any ongoing liability to the 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 settlement of the Claim. In additionNotwithstanding any terms to the contrary in this Agreement, the Company will not, without the prior written consent of Purchaser, settle or compromise or consent failure to give notice to the entry indemnifying party within a reasonable time of the commencement of any judgment in or otherwise seek to terminate Claim under this section will relieve the indemnifying party of any pending or threatened action, claim, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 harmlessindemnified party under this section, then in lieu of indemnifying such Indemnified Party, the Company shall contribute only to the amount paid or payable by extent that such Indemnified Party as a result of failure materially prejudices the indemnifying party’s ability to defend 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 misrepresentationClaim. (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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Subject to the provisions of this Section 4.8, and to the extent permitted by law, the Company agrees to will indemnify and hold harmless Purchasereach Purchaser and its directors, its Affiliatesofficers, shareholders, members, partners, employees, agents and each Person, if any, who controls Purchaser, or any of its Affiliates, controlling persons (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) (each, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified “Purchaser Party"”) and collectively, the "Indemnified Parties"), harmless from and against any and all losses, claimsliabilities, damages, liabilities costs and expenses (includingexpenses, without limitation including all judgments, amounts paid in settlements, court costs and as incurred, reasonable attorneys’ fees and costs of investigating, preparing or defending investigation that any such Purchaser Party may suffer or incur due to a claim by a third party as a result of or action, whether or not such Indemnified relating to any action instituted against a Purchaser Party is a party thereto, provided that by any stockholder of the Company shall who is not be obligated to advance an Affiliate of 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 Purchaser, with respect to any of the 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 costs) which Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser may be incurred have with such stockholder or any violations by such Indemnified Party in connection with any investigative, administrative Purchaser of state 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 federal securities laws or any other services rendered in connection herewith; provided that the Company will not be responsible for any claimsconduct by such Purchaser which constitutes fraud, 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) malfeasance. If any claim, action or proceeding shall be brought against an Indemnified any Purchaser Party with in respect to of which indemnity may be sought against the Company under pursuant to this Agreement, such Indemnified Purchaser Party shall promptly notify the Company in writing and 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, at its option, may, the Company shall have the right to assume the defense thereof, including thereof with counsel of its own choosing reasonably acceptable to the employment of counsel reasonably satisfactory to such Indemnified Party and payment of all reasonable fees and expensesPurchaser Party. 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 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 Indemnified Party, unless Purchaser Party except to the extent that (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 the such defense and to employ counsel or (iiiii) in such claim, action or proceeding there is, in the named parties to reasonable opinion of counsel, a material conflict on any such action (including any impleaded parties) include such Indemnified Party material issue between the position of the Company and the Company, and position of 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 CompanyPurchaser Party, 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, case the Company shall not be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will have the exclusive right to assume the defense of such settle any claim, action or proceeding on behalf of such Indemnified Party, proceeding; provided, however, that the Company shall notwill not settle any such claim, 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 Purchaserthe Purchaser Party, settle which will not be unreasonably withheld or compromise or delayed; provided, however, that such consent to shall not be required if the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is settlement includes a party thereto) unless such settlement, compromise, consent or termination includes an express full and unconditional release of Purchaser and the other Indemnified Parties, satisfactory in form and substance to Purchaser, from all liability arising or that may arise out of such actionclaim or proceeding and does not include a statement as to or an admission of fault, claim, suit culpability or proceeding. (c) If for any reason the foregoing indemnity is unavailable (otherwise than pursuant a failure 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 act by or on behalf of any Purchaser or any other Indemnified Party.

Indemnification. (a) The Company (the "Company Indemnifying Party") agrees to indemnify indemnify, defend and hold harmless Purchaser, the Purchaser and its Affiliates, and each Person, if any, (who controls at the option of the Purchaser, or any of its Affiliatesmay include the Company) and their respective officers, within the meaning of the Securities Act or the Exchange Act managers, directors, agents, employees, subsidiaries, partners, members and controlling Persons (each, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Purchaser Indemnified Party") and collectively" and, together, the "Purchaser Indemnified Parties"), ) to the fullest extent permitted by law from and against any and all losses, claimsClaims, damages, liabilities and expenses (including, without limitation limitation, any Claim by a third party), damages, expenses (including reasonable fees, disbursements and as incurred, reasonable costs other charges of investigating, preparing or defending any such claim or action, whether or not such counsel incurred by the Purchaser Indemnified Party is a party thereto, provided that 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 (collectively, "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 each case, in either this Agreement or the Investor Rights Agreement; provided that, the Company Indemnifying Party shall not be liable under this Section 7.1 to a Purchaser Indemnified Party to the extent that it is judicially determined that such Losses resulted primarily from the willful misconduct or gross negligence of such Purchaser Indemnified Party. The amount of any payment to any Purchaser Indemnified Party herewith in respect of any 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 advance such costs to pay any Indemnified Party other than Purchaser amounts in respect of indemnification obligations under Section 7.1(a)(i), except those based upon or arising from Section 3.7, (the "Basket Exclusion"), unless it has received from such Indemnified Party an undertaking to repay to and until the aggregate amount of all Losses equals $50,000, after which time the Company Indemnifying Party shall be obligated to pay in full the costs so advanced if it should be determined by final judgment amount of a court all Losses in excess 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$50,000. (b) If The Purchaser (the "Purchaser Indemnifying Parties" and referred to collectively herein with the Company Indemnifying Parties as the "Indemnifying Parties") agree to indemnify, defend and hold harmless the Company and its officers, managers, directors, agents, employees, subsidiaries, partners, members and controlling Persons (each, a "Company Indemnified Party" and referred to collectively herein with the Purchaser Indemnified Parties as the "Indemnified Parties") to the fullest extent permitted by law 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 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 the Indemnified Party for all such expenses (including reasonable fees, disbursements and other charges of counsel incurred by the Indemnified Party in any action shall be brought against an between the Indemnifying Party and the Indemnified Party with respect to which indemnity may be sought against or between the Company under this Agreement, such Indemnified Party shall promptly notify the Company in writing and 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 third party) as they are incurred 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any if an Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 reimbursed under this Article VII for any reason the foregoing indemnity is unavailable (otherwise than pursuant expenses, such reimbursement of expenses shall be refunded to the express terms extent it is finally judicially determined that the Losses in question resulted from the gross negligence, bad faith, or willful misconduct 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 indemnificationparties hereto shall treat, contribution and expense reimbursement obligations set forth in for all Tax purposes, any indemnity payment made pursuant to this Section 13.3 (i) shall be in addition Article VII as an adjustment to any liability the Company may have to any Indemnified Party at common law or otherwise; (ii) shall survive purchase price paid for 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 Purchaser or any other Indemnified PartyPurchased Stock.

Indemnification. (a) The Company agrees to will indemnify and hold harmless Purchaser, its Affiliates, the Management Provider and 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 partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Management Provider Person (each such person, an "“Indemnified Party"”) and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities liabilities, costs and expenses, whether joint or several (the “Liabilities”), related to, 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, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by or on behalf of the Company. The Company will reimburse any Indemnified Party for all reasonable costs and expenses (including, without limitation including attorneys’ fees and expenses) as incurred, reasonable costs of they are incurred in connection with investigating, preparing preparing, pursuing, defending or defending assisting in the defense of any such claim action, claim, suit, investigation or actionproceeding 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, 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 . The Company will not be responsible for liable under the foregoing indemnification provision with respect to any claims, liabilities, losses, damages or expenses particular Liability of an Indemnified Party solely to the extent that are 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 a court of competent jurisdiction to result from such Indemnified Party's . The attorneys’ fees and 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 Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the gross negligence, negligence or willful misconduct or bad faithof such Indemnified Party. (b) If The Company acknowledges and agrees that the Indemnified Parties have certain rights to indemnification and/or insurance provided by the Management Provider 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 Company to indemnify the Indemnified Parties hereunder. The Company’s obligations to provide indemnification hereunder shall not be limited in any action shall be brought against an Indemnified Party with respect to which indemnity manner by the availability of such additional indemnification and/or insurance that may be sought against the Company under this Agreement, such Indemnified Party shall promptly notify the Company in writing and 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company agrees to indemnify Lessee shall defend, indemnify, and hold Lessor harmless Purchaser, its Affiliatesfrom, and each Personreimburse Lessor for, if anyany loss, who controls Purchasercost, expense, liability, or damage (including without limitation reasonable attorney’s fees and costs with a reasonable estimate of 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, or any intentional misconduct or negligence of its Affiliates, within the meaning of the Securities Act or the Exchange Act (each, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party 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 ofLessee, or is in connection with any activities contemplated by officer, agent, employee, guest, or invitee of Lessee or of any Transaction Agreement or any other services rendered in connection herewith; provided that the Company will not be responsible for any claimssublessee of Lessee, liabilities, losses, damages or expenses that are determined by final judgment regardless of a court of competent jurisdiction to result from whether such Indemnified Party's gross negligence, willful intentional misconduct or bad faithnegligence was active or passive. (b) If Lessor shall defend, indemnify, and hold Lessee harmless from, and reimburse Lessee for, any action loss, costs, expense, liability, or damage (including without limitation reasonable attorney’s fees and costs with a reasonable estimate of 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 Lessor under the terms of this Agreement during the term hereof or any intentional misconduct or negligence of Lessor, or any officer, agent, employee, guest, or invitee of Lessor, regardless of whether such intentional misconduct or negligence was active or passive. (c) In the event of the occurrence of any event which a party asserts is an indemnifiable event pursuant to this paragraph, such party shall be brought against an Indemnified Party notify the other party promptly and, if such event involves the claim of any third person, the notified party shall have sole control over, and shall assume all expense with respect to, the defense, settlement, adjustment, or compromise of any claim as to which indemnity may be sought against this paragraph requires it to indemnify the Company under this Agreementother, such Indemnified Party shall promptly notify the Company in writing and 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 provided that (i) the Company has failed to assume the defense and other may, if it so desires, employ counsel or at its own expense to assist in the handling of such claim and (ii) the named parties to any such action (including any impleaded parties) include such Indemnified Party and indemnifying party shall obtain 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 prior written approval of the Companyother party, 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 , before entering into any loss or liability by reason of settlement of any action effected with the consent of the Company. In additionsettlement, the Company will notadjustment, without the prior written consent of Purchaser, settle or compromise of such claim or consent ceasing to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, defend against such claim, suit if pursuant thereto or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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, thereof there would be imposed injunctive 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 other similar relief against 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 considerationsparty. 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 All indemnification 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) hereunder shall survive the expiration or earlier 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 Purchaser or any other Indemnified PartyAgreement.

Indemnification. (a) The Company agrees to 11.1 Retailer, at its own cost and expense, shall defend, indemnify and hold harmless Purchaser, its Affiliates, GSI and each Person, if any, who controls Purchaser, or any of its Affiliatesofficers, within the meaning of the Securities Act directors, employees or the Exchange Act (each, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), agents from and against any and all lossesdamages, claims, damagesexpenses, liabilities and expenses other costs (including, without limitation including reasonable attorneys fees and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party 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 investigativearising as a consequence of GSI providing services pursuant to this Agreement a) from or related to a claim that GSI infringes a third party copyright, administrative trademark or judicial proceeding brought or threatened that relates trade secret relating to or arises out of, or is in connection with any activities contemplated by any Transaction Agreement Retailer's tradename or any other services rendered in connection herewithname set forth on Schedule 1 to this Agreement; 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 b) from such Indemnified PartyRetailer's gross negligence, willful misconduct wilful or bad faithintentional misconduct. 11.2 GSI, at its own cost and expense, shall defend, indemnify and hold harmless Retailer and any of its officers, directors, employees or agents from and against all damages, expenses, liabilities and other costs (bincluding reasonable attorneys fees and court costs) If arising a) from a claim made by any action shall be brought against an Indemnified Party with respect consumer that is related in any way to which indemnity may be sought against the Company under Retailer's Web Site or GSI's services to Retailer provided pursuant to this Agreement, such Indemnified Party shall promptly notify the Company in writing and 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 but excluding a claim for which GSI would 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 indemnityParagraph 11.1 above, or b) to an Indemnified Party from GSI's gross negligence, wilful 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 intentional misconduct and arising as a result consequence 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 GSI providing services pursuant to this Agreement. It is hereby further agreed that the relative benefits . 11.3 Retailer shall have sole control of any defense of any claim made pursuant to the Company on the one hand and Purchaser on Section 11.1 above, but GSI shall cooperate with Retailer in providing such defense. 11.4 GSI shall have sole control of any defense of any claim 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 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 party as soon as possible after such statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) party seeking indemnification becomes aware of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentationclaim. (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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company agrees To the fullest extent permitted by law, the Fund shall, subject to Section 8(c) of this Agreement, indemnify the Indemnified Parties against, and hold them harmless Purchaserfrom, its Affiliates, and 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 partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities liabilities, costs and expenses (includingarising by reason of being or having been Adviser to the Fund, without limitation and as incurredor the past or present performance of services to the Fund in accordance with this Agreement by the Indemnified Party, reasonable costs of investigatingexcept to the extent that the loss, preparing claim, damage, liability, cost or defending expense has been finally determined in a judicial decision on the merits from which no further appeal may be taken in any such claim or action, suit, investigation or other proceeding to have been incurred or suffered by the Indemnified Party by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Indemnified Party’s office. These losses, claims, damages, liabilities, costs and expenses include, but are not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and counsel fees and expenses, incurred in connection with the defense or disposition of any action, suit, investigation or other proceeding, whether civil or not criminal, before any judicial, arbitral, administrative or legislative body, in which the Indemnified Party may be or may have been involved as a party or otherwise, or with which such Indemnified Party is a party theretomay be or may have been threatened, while in office or thereafter. The rights of indemnification provided that the Company shall under this Section 8 are not to be obligated construed so as to advance such costs to any provide for indemnification of an Indemnified Party other than Purchaser unless it has received from such Indemnified Party an undertaking to repay for any liability (including liability under U.S. federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith) to the Company extent (but only to the costs extent) that indemnification would be in violation of applicable law, but shall be construed so advanced if it should be determined by final judgment as to effectuate the applicable provisions 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 faiththis Section 8. (b) If Expenses, including counsel fees and expenses, incurred by any action shall be brought against an Indemnified Party with respect to which indemnity (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties) may be sought against paid from time to time by the Company Fund in advance of the final disposition of any action, suit, investigation or other proceeding upon receipt of an undertaking by or on behalf of the Indemnified Party to repay to the Fund amounts paid if a determination is made that indemnification of the expenses is not authorized under Section 8(a) of this Agreement, such Indemnified Party shall promptly notify the Company in writing and 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 long as (i) the Company Indemnified Party provides security for the undertaking; (ii) the Fund is insured by or on behalf of the Indemnified Party against losses arising by reason of the Indemnified Party’s failure to fulfill his, her or its undertaking, or (iii) a quorum of the Independent Directors (excluding any director who is or has failed been a party to assume any other action, suit, investigation or other proceeding involving claims similar to those involved in the defense action, suit, investigation or proceeding giving rise to a claim for advancement of expenses under this Agreement), or independent legal counsel, in a written opinion, determines, based on a review of facts readily available to the Fund at the time the advance is proposed to be made, that there is reason to believe that the Indemnified Party will ultimately be found to be entitled to indemnification. (c) As to the disposition of any action, suit, investigation or other proceeding (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication or a decision on the merits by a court, or by any other body before which the proceeding has been brought, that an Indemnified Party is liable to the Fund or its Stockholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Indemnified Party’s office, indemnification shall be provided in accordance with Section 8(a) of this Agreement if: (i) approved as in the best interests of the Fund by a majority of the Independent Directors (excluding any Director who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for indemnification under this Agreement) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the Indemnified Party acted in good faith and employ counsel in the reasonable belief that the actions were in the best interests of the Fund and that the Indemnified Party is not liable to the Fund or its Stockholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Indemnified Party’s office or (ii) the named parties Board of Directors secures a written opinion of independent legal counsel based upon a review of readily available facts (as opposed to any such action (including any impleaded partiesa full trial-type inquiry) include such to the effect that indemnification would not protect the Indemnified Party and against any liability to the Company, and such Fund or its Stockholders to which the Indemnified Party shall have been advised by counsel that there may would otherwise 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 subject by reason of settlement of any action effected with the consent willful misfeasance, bad faith, gross negligence, or reckless disregard of the Company. In addition, duties involved in the Company will not, without conduct of 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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’s office. (d) The indemnificationAny indemnification or advancement of expenses made in accordance with this Section 8 shall not prevent the recovery from any Indemnified Party of any amount if the Indemnified Party subsequently is determined in a final judicial decision on the merits in any action, contribution suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification or advancement of expenses to be liable to the Fund or its Stockholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Indemnified Party’s office. In any suit brought by an Indemnified Party to enforce a right to indemnification under this Section 8 it shall be a defense that, and expense reimbursement obligations set forth in any suit in the name of the Fund to recover any indemnification or advancement of expenses made in accordance with this Section 8 the Fund shall be entitled to recover the expenses upon a final adjudication from which no further right of appeal may be taken that, the Indemnified Party has not met the applicable standard of conduct described in this Section 13.3 (i) 8. In any suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made in accordance with this Section 8, the burden of proving that the Indemnified Party is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 8 shall be in addition to on the Fund (or on any liability the Company may have to any Indemnified Party at common law Stockholder acting derivatively 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 otherwise on behalf of Purchaser the Fund or its Stockholders). (e) An Indemnified Party may not satisfy any right of indemnification or advancement of expenses granted in this Section 8 or to which he, she or it may otherwise be entitled except out of the assets of the Fund, and no Stockholder shall be personally liable with respect to any such claim for indemnification or advancement of expenses. (f) The rights of indemnification provided in this Section 8 shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. Nothing contained in this Section 8 shall affect the power of the Fund to purchase and maintain liability insurance on behalf of the Adviser or any other Indemnified Party.

Indemnification. (a) The Company Transferor agrees to indemnify indemnify, defend and hold harmless Purchaserthe Retention Holder, its Affiliatesthe Issuer, the Trustee and each Person, if any, who controls Purchaser, or any of its Affiliatestheir respective managers, within the meaning of the Securities Act or the Exchange Act (eachmembers, a "Controlling Person")officers, and the respective partners, agentsdirectors, employees, officers agents and Directors professional advisors (any one of Purchaser, their Affiliates and any such Controlling Person (each which is an "“Indemnified Party"”) and collectively, the "Indemnified Parties"), harmless from and against any and all claims, losses, claimspenalties, damagesfines, liabilities forfeitures, reasonable legal fees and related costs, judgments and any other reasonable costs, fees and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party thereto, provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages) that such Person may sustain as a result of the Company shall not be obligated failure of the Transferor to advance such costs to any Indemnified Party other than Purchaser unless it has received from such Indemnified Party an undertaking to repay perform its duties in compliance in all material respects with the terms of this Agreement, except to the Company extent arising from 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 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 action shall be brought against an Indemnified Party with respect to which indemnity may be sought against breach of the Company under this Agreement, such representations or warranties set forth in Section 3.2. An Indemnified Party shall promptly notify the Company in writing Transferor if a claim is made by a third party with respect to this Agreement, and the Company, at its option, may, Transferor shall assume (with the defense thereof, including consent of 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 (isuch consent not to be unreasonably withheld) 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 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 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 parties agree that the provisions of this Section 13.3, the aggregate contribution of all Indemnified Parties 6.1 shall not exceed the amount of interest and fees actually received by Purchaser pursuant be interpreted to this Agreement. It is hereby further agreed that the relative benefits provide recourse to the Company on Transferor against loss by reason of the one hand and Purchaser on the other bankruptcy, insolvency or lack of creditworthiness of an Obligor or issuer with respect to the transactions contemplated hereby shall be determined by reference toa Collateral Obligation, 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 Transferor does not hereby agree to information and opportunity to correct or prevent such statement or omission. No Person guilty of fraudulent misrepresentation (within maintain the meaning of Section 11(f) solvency 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 Retention Holder 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) Issuer. The Transferor shall remain operative and in full force and effect regardless of have no liability for making indemnification hereunder to the extent any investigation made by such indemnification constitutes recourse for uncollectible or on behalf of Purchaser or uncollected amounts payable under any other Indemnified PartyCollateral Obligation.

Indemnification. (a) The Company agrees All parties expressly agree, by doing business with the WBC, to indemnify and hold harmless Purchaserthe WBC, its Affiliatesaffiliated federations and committees, and each Personall officers, if any, who controls Purchaser, or any of its Affiliates, within the meaning members of the Securities Act or the Exchange Act Board of Governors, representatives, attorneys, and agents (each, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "“WBC Indemnified Party"”) and collectively, the "Indemnified Parties"), from and thereof against any and all losses, claims, damages, liabilities liabilities, penalties, actions, judgments, suits, costs, expenses, and expenses disbursements (includingincluding the reasonable and actual fees, without limitation charges and as incurreddisbursements of any counsel for any WBC Indemnified Party, reasonable costs incurred by any WBC Indemnified Party or asserted against any WBC Indemnified Party by any third party or by any person arising out of investigatingthe actions of such WBC Indemnified Party or any actual or prospective claim, preparing litigation, investigation or defending any such claim or actionproceeding, whether based on contract, tort or not such Indemnified any other theory, whether brought by a third party or by any person directly, and regardless of whether any WBC Party is a party thereto, provided AND INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY ACTION OR INACTION ARISING FROM ANY WBC INDEMNIFIED PARTY’S NEGLIGENCE OR STRICT LIABILITY, such that the Company no WBC Indemnified Party shall be held liable for or not be obligated to advance indemnified for any action taken in good faith and not resulting from gross negligence or willful misconduct of 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 WBC Party, as determined by final judgment of a the CAS or any other court of competent jurisdiction by final and non-appealable judgment. In order to attempt to hold the WBC liable for gross negligence or willful misconduct, or under any other theory of liability or damages, the complainant must prove their case by the standards of proof and law applied by the CAS. Under any circumstances, should the WBC be found liable to any party, all parties by doing business with the WBC expressly agree that such Indemnified Party was not entitled to indemnification hereunder with respect to such costs) which their sole and exclusive monetary remedy that may be incurred by such Indemnified Party recoverable from the WBC is limited to a maximum (but not a minimum) of sanction fees paid to the WBC relating to the last contest that gave rise to their claim against the WBC. All parties including boxers doing business with or otherwise associated with the WBC expressly waive any and all claims for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) 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 claim against the WBC 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 WBC Indemnified Party's gross negligence. In no event shall the WBC be liable to for punitive, willful misconduct consequential, direct, 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 Agreementindirect damages, such Indemnified Party shall promptly notify the Company in writing and 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 thereofincluding, but the fees and expenses not limited to, lost profits, loss of such counsel shall be at the expense of such Indemnified Partyearning capacity, unless (i) the Company has failed to assume the defense and employ counsel delay, interest or (ii) the named parties to attorney fees, directly or indirectly resulting from 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 act 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 omission of the CompanyWBC, the Company shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Partyits employees, providedofficers, howeveraffiliated Federations, 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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, damagesGovernors, 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 misrepresentationagents. (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 Purchaser or any other Indemnified Party.

Indemnification. Each Party (athe “Indemnitor”) The Company agrees to shall release, defend, indemnify and hold harmless Purchaserthe other party, its Affiliatesaffiliates, its contractors, and each Persontheir respective members, 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 partners, agentsdirectors, officers, shareholders, managers, employees, officers agents and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), representatives from and against any and all losses, damages, fines, liens, levies, penalties, claims, damagesdemands, liabilities causes of action, suits, legal or administrative proceedings, orders, governmental actions and judgments of every kind and character, and any and all costs and expenses (including, without limitation and as incurredlimitation, reasonable costs of investigatingattorneys’ fees, preparing or defending any such claim or actionreasonable expert witness fees, whether or not such Indemnified Party is a party 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 and court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder with respect to such costs) related thereto (collectively, “Claims”) 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 arise 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 negligenceor relate in any way, willful misconduct directly or bad faith. indirectly, to (a) a breach of this Agreement by the Indemnitor, or (b) If the acts or omissions hereunder of the Indemnitor 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 action and all Claims asserted by third parties that arise from the condition or quality of the Product sold hereunder, except to the extent such Claims are the result of the acts or omissions of Gavilon, its agents or any third party following Delivery hereunder. The Party claiming indemnification shall be brought against an Indemnified Party with respect give prompt written notice to the Indemnitor of any matter for which indemnity the Indemnitor may be sought against the Company become liable under this Agreement, such Indemnified Party provision. Such notice shall promptly notify contain full details of the Company matter in writing order to provide the Indemnitor with sufficient information to assess its potential liability and to undertake defense of 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 expensesClaim. 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 indemnified Party shall have the right at all times to employ separate counsel in such action and participate in the defense thereof, but the fees preparation for 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 conducting of any such action effected without the written consent of the Company (which shall not be unreasonably withheld) and the Company agrees hearing, trial or other proceeding related 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 13.3Section, as well as the aggregate contribution of 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 Indemnified Parties reasonable respects with the Indemnitor and its counsel in defending any Claims and shall not exceed take any action that is reasonably likely to be detrimental to such defense. The Indemnitor shall obtain written approval from the amount of interest and fees actually received by Purchaser indemnified Party * Portion omitted pursuant to this Agreementrequest for confidential treatment filed separately with the Securities and Exchange Commission. It is hereby further agreed prior to any settlement that the relative benefits to the Company might impose obligations or restrictions 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 Purchaser or any other Indemnified indemnified Party.

Indemnification. 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 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 not prohibited by law and not otherwise controlled by tariff, each Party (athe “Indemnifying Party”) The Company agrees to shall release, defend and indemnify the other Party (the “Indemnified Party”) and hold harmless Purchaser, its Affiliates, and 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 partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is harmless against any Loss to a party thereto, provided that Third Party arising out of 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 costsnegligence or willful misconduct (“Fault”) which may be incurred by such Indemnified Party Indemnifying Party, its agents, its End Users, contractors, or others retained by such Parties, in connection with any investigative, administrative the Indemnifying Party’s provision of services 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 functions under this Agreement, such Indemnified Party shall promptly notify the Company in writing and 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 (i) with respect to employees or agents of the Company shall notIndemnifying Party, in connection such Fault occurs while performing within the scope of their employment, (ii) with any one respect to subcontractors of the Indemnifying Party, such action or proceeding or separate but substantially similar or related actions or proceedings Fault occurs in the same jurisdiction 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 Party whose End User alleged or made such Loss (“Indemnifying Party”) shall defend and indemnify the other Party (“Indemnified Party”) against any and all such Claims or Losses by its End Users regardless of whether the underlying service or product was provided by, or network element was provisioned by, the Indemnified Party, unless the loss was caused by the gross negligence or intentional misconduct of the Indemnified Party. 25.4 Each Party shall be released, indemnified, defended and held harmless by the other Party (“Indemnifying Party”) against any Loss arising from the Indemnifying Party’s use of services or elements provided under this Agreement involving: 25.4.1 Any Claim or Loss arising from such Indemnifying Party’s use of products and services offered under this Agreement, involving any Claim for libel, slander, invasion of privacy, or 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 provision products or services provided hereunder and all other Claims arising out of any act or omission of the same general allegations End User in the course of using any products or circumstancesservices provided pursuant to this Agreement. 25.4.3 The foregoing includes any Losses arising from Claims for actual or alleged infringement of any Intellectual Property right of a Third Party to the extent that such Loss arises from an Indemnifying Party’s or an Indemnifying Party’s End User’s use of products or services provided under this Agreement; provided, be responsible hereunder for however, that an Indemnifying Party’s obligation to defend and indemnify 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 Indemnified Party 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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.apply: (c) If for any reason the foregoing indemnity is unavailable (otherwise than pursuant to the express terms of such indemnity) to 25.4.3.1 where 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 its End User modifies products 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 services; 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 Purchaser or any other Indemnified Party.and

Indemnification. (a) The Company agrees to indemnify and hold harmless Purchaser, its Affiliates, each of the Investors and each Personofficer, director of the Investors or person, if any, who controls Purchaser, or any of its Affiliates, the Investors within the meaning of the Securities Act or the Exchange Act (each, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damagesdamages or liabilities, liabilities and expenses joint or several (includingwhich shall, without limitation and as incurredfor all purposes of this Agreement, reasonable include, but not be limited to, all costs of investigatingdefense and investigation and all attorneys' fees), preparing to which the Investors may become subject, under the Securities Act or defending any otherwise, insofar as such claim or actionlosses, whether or not such Indemnified Party is a party 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 liabilities (or actions in respect thereof) arise out of or are determined based upon the breach of any term of this Agreement by final judgment of a court of competent jurisdiction the Company. This indemnity agreement will be in addition 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 liability which indemnity may be sought against the Company under 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, include, but not be limited to, all costs of defense and investigation and all attorneys' fees) to which the Company or any such Indemnified Party shall promptly officer, director or controlling person may become subject under the Securities Act or otherwise, insofar as such losses claims, damages or liabilities (or actions in respect thereof) arise out of 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 commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the Company in writing indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability 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, and it notifies the Companyindemnifying party of the commencement thereof, at its optionthe indemnifying party will be entitled to participate in, mayand, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense thereof, including subject to the employment of counsel reasonably satisfactory provisions herein stated and after notice from the indemnifying party to such Indemnified Party and payment indemnified party of all its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable fees and expensescosts of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. 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 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 Indemnified Party, unless counsel shall be at the expense of the indemnifying party if (i) the Company employment of such counsel has failed to assume been specifically authorized in writing by the defense and employ counsel indemnifying party, or (ii) the named parties to any such action (including any impleaded parties) include such Indemnified Party both the Investors and the Company, indemnifying party and such Indemnified Party the Investors shall have been advised by such counsel that there may be one or more legal defenses available to it the indemnifying party in conflict with any legal defenses which are different from or additional to those may be available to the Company, Investors (in which case, if such Indemnified Party notifies case the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Partythe Investors, providedit being understood, however, that the Company shall notindemnifying party shall, 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 liable only for the reasonable fees and expenses of more than one such separate firm of separate counsel, in addition to any local counselattorneys for the Investor(s), which counsel firm shall be designated in writing by Purchaserthe Investor(s)). 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 No settlement of any action effected with the consent of the Company. In addition, the Company will not, against an indemnified party shall be made without the prior written consent of Purchaserthe indemnified party, settle or compromise or which consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 misrepresentationunreasonably withheld. (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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company agrees to indemnify hereby indemnifies the Bank and hold holds it harmless Purchaser, its Affiliatesagainst, and each Personshall reimburse the Bank for, if anyany loss, who controls Purchaserdamage or expense (including attorneys’ reasonable fees and expenses, or any of its Affiliatescourt costs and other expenses) including, within the meaning of the Securities Act or the Exchange Act but not limited to, (eachi) unpaid charges, a "Controlling Person")fees, and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party thereto, provided that Returned Items for which the Company and/or the Secured Party originally received credit or remittance by the Bank, and (ii) any loss, damage or expense the Bank shall not 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 shall believe in good faith to be obligated to advance such costs to any Indemnified from) the Secured 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 and (C) upon implementation of the Notice, not honoring or following any instruction it shall promptly notify receive from (or shall believe in good faith to be from) the Company in writing and 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 accordance with 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 PurchaserAgreement. The Company shall not be liable responsible for any settlement loss, damage, or expense that a court having jurisdiction shall have determined had been caused by the Bank’s gross negligence or willful misconduct in its performance of its obligations under this Agreement. (b) Without limiting in any such action effected without way the written consent Secured Party’s obligation to pay or reimburse the Bank as otherwise specified in this Agreement, 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 Company Notice) it shall receive from (which or shall believe in good faith to be from) the Secured Party under this Agreement. The Secured Party shall not be unreasonably withheld) and responsible for any loss, damage, or expense that a court having jurisdiction shall have determined had been caused by the Company agrees to indemnify and hold harmless each Indemnified Party from and against any loss Bank’s gross negligence or liability by reason willful misconduct in its performance 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 proceedingits obligations under this Agreement. (c) If No party hereto shall be liable to any other party under this Agreement for any reason lost profits or special, indirect, exemplary, consequential or punitive damages, even if such party shall have been advised of the foregoing indemnity is unavailable (otherwise than pursuant to the express terms possibility 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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company agrees to shall indemnify and hold harmless PurchaserDCCP and its members, its Affiliates, and 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 partnersemployees, agents, employees, officers representatives and Directors of Purchaser, their Affiliates and any such Controlling Person affiliates (each being an "“Indemnified Party"”) and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damagesdamages and liabilities to which such Indemnified Party may become subject under any applicable law or under any claim made by any third party or otherwise, liabilities directly or indirectly relating to or arising out of the engagement of DCCP pursuant to, and the performance by DCCP of the services contemplated by, this Agreement, and the Company shall reimburse any Indemnified Party for all costs and expenses (includingincluding reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, without limitation and as incurredpreparation for or defense of any pending or threatened claim, reasonable costs of investigating, preparing or defending any such claim action or actionproceeding arising therefrom, whether or not such Indemnified Party is a party 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 hereto. The Company will not be responsible for any claimsliable under this Section 7, 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 and an Indemnified Party with respect to which indemnity may be sought against shall reimburse the Company for any related payments made by the Company under this AgreementSection 7, such Indemnified Party shall promptly notify to the Company extent that any loss, claim, damage, liability, cost or expense is determined by a court or arbitral tribunal, in writing and a final judgment from which no further appeal may be taken, to have resulted primarily from 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 gross negligence 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 willful misconduct 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 . No 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 or any of its affiliates for honest mistakes of judgment, or for any action or inaction, taken in good faith in the one hand and Purchaser on the other with respect performance of services under this Agreement 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 extent such action would satisfy 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 standards for indemnification set forth in this Section 13.3 (i) shall 7. DCCP makes no representations or warranties, express or implied, in respect of the services to be in addition to any liability the Company may have to provided by any Indemnified Party at common law 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 damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise; (ii) shall survive other than for claims relating to 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 services which may be provided by or on behalf of Purchaser or any other Indemnified PartyDCCP hereunder.

Indemnification. (a) The Company agrees to indemnify and hold harmless Purchaserthe Subscriber, its Affiliatesaffiliates and their respective officers, directors, employees, agents and each Personcontrolling persons (collectively, if anythe “Indemnified Parties”) from and against , who controls Purchaserany 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 of its Affiliates, within the meaning of the Securities Act action or the Exchange Act proceeding arising therefrom (each, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"“Proceedings”), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a formal party 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 faithProceeding. (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 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 reason (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 other than a final non-appealable judgment in or otherwise seek to terminate any pending or threatened action, claim, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not finding any Indemnified Party is a party theretoliable for losses, claims, damages, liabilities or expenses for its gross negligence or willful misconduct) unless such settlement, compromise, consent or 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 an Indemnified Party as a result of such claimsloss, liabilitiesclaim, lossesdamage, damages, liability 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, expense in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and Purchaser the Advisor on the other, but also the relative fault of by the Company and Purchaser the Indemnified Party, as well as any other relevant equitable considerations. (c) Each Subscriber agrees to severally and not jointly indemnify, hold harmless, reimburse and defend the Company, its Subsidiaries and each of its officers, directors, agents, Affiliates, control persons and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) 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 provisions foregoing, in no event shall the liability of this Section 13.3, the Subscriber hereunder be greater than the aggregate contribution of all Indemnified Parties shall not exceed subscription amount paid for 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 Securities as set forth 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 misrepresentationsignature page hereto. (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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company agrees to indemnify Borrower hereby indemnifies and hold holds harmless Purchasereach Finance Party, its Affiliates, the Funding Agents and 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 their respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person their (each an "Indemnified Party"and their Affiliates’) respective officers, advisors, directors and employees (collectively, the "“Indemnified Parties"), ”) from and against any and all losses, claims, damages, liabilities losses, liabilities, costs and expenses (includingincluding fees and disbursements of counsel, without limitation and which must be reasonable so long as incurredno Event of Default is continuing), reasonable costs of investigatingjoint or several, preparing or defending any such claim or action, whether or not such Indemnified Party is a party 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 or asserted or awarded against any Indemnified Party (including in connection with any investigativeinvestigation, administrative litigation or judicial proceeding brought or threatened that relates to the preparation of a defence in connection therewith), in each case arising out of or arises out of, or is in connection with any activities contemplated or by any Transaction reason of this Agreement, the other Finance Documents, the Funding Agreement or the transactions contemplated hereby or thereby or any other services rendered actual or proposed use of the proceeds of the Loans (collectively, the “Indemnified Liabilities”), except (i) to the extent such claim, damage, loss, liability or expense is found in connection herewith; provided that the Company will not be responsible for any claimsa final, liabilities, losses, damages or expenses that are determined non-appealable judgment by final judgment of a court of competent jurisdiction to result have resulted primarily from such Indemnified Party's ’s gross negligence, willful negligence or wilful misconduct or bad faithis 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) If any action 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 against 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 which indemnity may be sought against the Company under this Agreement, 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 promptly notify conduct the Company in writing defence of such claim properly and diligently taking into account its own interests and those of such Indemnified Party; (E) the Company, at its option, may, assume the defense thereof, including the employment of Borrower shall employ counsel reasonably satisfactory 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 all reasonable fees and expenses. The failure to so notify a monetary sum, does not include any performance by or an admission of liability or responsibility on the Company shall not affect any obligations the Company may have to part of such Indemnified Party under this Agreement and contains a provision unconditionally releasing such Indemnified Party and each other Indemnified Party from, and holding all such Persons harmless against, all liability in respect of claims by any releasing party; or (II) such Indemnified Party provides written consent to such settlement (such consent not to be unreasonably withheld or otherwise unless delayed). (d) Notwithstanding the Company is materially adversely affected by such failure. Such Borrower’s election to assume the defence of an action, suit or other claim pursuant to paragraph (c) above, the Indemnified Party shall have the right to employ separate counsel in such action and to participate in the defense thereofdefence of such action, but suit or claim and the fees Borrower shall bear the fees, costs and expenses of such separate counsel shall be at the expense of such Indemnified Party, unless if: (i) the Company has failed use of counsel chosen by the Borrower to assume the defense and employ represent such Indemnified Party would present such counsel with an actual or potential conflict of interest; (ii) the named parties to actual or potential defendants in, or targets of, any such action (including any impleaded parties) include both the Borrower and such Indemnified Party and the Company, and such Indemnified Party shall have been advised by counsel concluded that there may be one or more legal defenses defences 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 Borrower and determined that it elects is necessary to employ separate counsel at in order to pursue such defences (in which case the expense of the Company, the Company Borrower shall not have the right to assume the defense defence of such action or proceeding on behalf of such Indemnified Party, provided, however, that ’s behalf); (iii) the Company Borrower shall not, in connection with any one not have employed counsel reasonably acceptable to such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out Indemnified Party to represent such Indemnified Party within a reasonable time after notice of the same general allegations 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 circumstancesany order, judgment or award given or made in relation to a Sum, has to be responsible hereunder converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the reasonable fees and expenses of more than one such firm of separate counselpurpose of: (i) making or filing a claim or proof against the Borrower; (ii) obtaining or enforcing an order, judgment or award in addition relation to any local counsellitigation or arbitration proceedings; the Borrower shall as an independent obligation, which counsel shall be designated by Purchaser. The Company shall not be liable for any settlement within three (3) Business Days of any such action effected without the written consent of the Company (which shall not be unreasonably withheld) and the Company agrees to demand, indemnify and hold harmless each Indemnified Party from and to whom that Sum is due against any cost, 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 the conversion including any discrepancy between (iA) in such proportion as is appropriate the rate of exchange used to reflect the relative benefits received by the Company on the one hand and by Purchaser on the other convert that Sum from the transactions contemplated by this Agreement First Currency into the Second Currency and (B) the rate or (ii) if the allocation provided by clause (i) is not permitted under applicable law, in such proportion as is appropriate rates of exchange available 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 time of this Agreement and the other Transaction Agreements and the payment in full its receipt 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 Purchaser or any other Indemnified Partythat Sum.

Indemnification. (a) The Company Borrower agrees to indemnify and hold harmless Purchaserthe Banks, its Affiliatesthe Issuing Banks, and 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"), Lead Arrangers and the respective partnersAdministrative Agent and their affiliates, as well as their and their affiliates’ shareholders, directors, agents, employeesofficers, officers subsidiaries and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties")affiliates, from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, damagessuits, liabilities and expenses (includingpenalties, without limitation and as incurredassessments, reasonable costs citations, directives, demands, judgments, actions or causes of investigating, preparing or defending any such claim or action, whether statutorily created or not under the common law, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an indemnified party by reason of or resulting from the transactions contemplated hereby, except any of the foregoing which result from the gross negligence or willful misconduct of such Indemnified Party is indemnified party or a material breach of the obligations of such indemnified party theretounder this Agreement or under any other Loan Document, 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 as determined by final judgment of a court of competent jurisdiction that such Indemnified Party was not 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 indemnification hereunder with respect select their own counsel and, in addition to such costs) which may be incurred by such Indemnified Party in connection with any investigativethe foregoing indemnity, administrative or judicial proceeding brought or threatened that relates the Borrower agrees 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 pay promptly 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 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 Companynon-duplicative allocated cost of internal counsel), 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 settlement costs. In the Company, in which case, if such Indemnified Party notifies the Company in writing that it elects to employ separate counsel at the expense event 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 commencement of any such action effected without proceeding or litigation against the written consent Banks or Administrative Agent by third parties, the Borrower shall be entitled to participate in such proceeding or litigation with counsel 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 Companytheir choice at their expense. In additionthe case of an investigation, litigation or proceeding to which the Company will notindemnity in this §16 applies, without the prior written consent of Purchasersuch indemnity shall be effective, settle or compromise or consent subject to the entry of any judgment in or otherwise seek to terminate any pending or threatened actionlimitations herein, claim, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party such 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) unless such settlement, compromise, consent thereto and whether or 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 are consummated. The covenants of this §16 shall be determined by reference to, among other things, whether survive payment or satisfaction of payment of amounts owing with respect to any untrue or alleged untrue statement of material fact Note or the omission or alleged omission to state a material fact related to information supplied by Loans and satisfaction of all the Company or by Purchaser Obligations hereunder and under the parties' relative intentLoan Documents, knowledgeIT BEING THE INTENT OF THE PARTIES HERETO THAT ALL SUCH INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR ORDINARY SOLE, access to information and opportunity to correct or prevent such statement or omissionCOMPARATIVE OR CONTRIBUTORY NEGLIGENCE. 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 misrepresentationWITHOUT 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. (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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company agrees to will indemnify and hold harmless Purchaser, its Affiliates, and 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 partners, agents, employees, officers and Directors of PurchaserAdvisors, their Affiliates and any such Controlling Person their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and representatives (each such person being an "“Indemnified Party"”) and collectively, the "Indemnified Parties"), from and against any and all actions, suits, investigations, losses, claims, damagesdamages and liabilities, liabilities including in connection with seeking indemnification, whether joint or several (the “Liabilities”), related to, 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, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The Company will reimburse any Indemnified Party for all reasonable costs and expenses (including, without limitation including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as incurred, reasonable costs of they are incurred in connection with investigating, preparing preparing, pursuing, defending or defending assisting in the defense of any such claim action, claim, suit, investigation or actionproceeding 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, 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 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 that it will not, without the prior written consent of Purchaserthe Indemnified Party, settle or settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, suit action or proceeding in respect relating to which indemnification or contribution may be sought hereunder the matters contemplated hereby (whether or not if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise, compromise or consent or termination includes an express unconditional release of Purchaser and the other Indemnified Parties, satisfactory in form and substance to Purchaser, Party from all liability liability, without future obligation or prohibition on the part of the Indemnified Party, arising or that may arise out of such actionclaim, action or proceeding, and does not contain an admission of guilt or 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, suit damage, liability, cost or proceeding. (c) If for any reason the foregoing indemnity is unavailable (otherwise than pursuant to the express terms expense of such indemnity) to an Indemnified Party that is 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 insufficient to hold willful misconduct of such Indemnified Party. The attorneys’ fees and other expenses of an Indemnified Party harmlessshall be paid by the Company as they are incurred upon receipt, then in lieu each case, of indemnifying an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted solely from the gross negligence or willful misconduct of such Indemnified Party, the Company shall contribute to the amount paid or payable by such . The rights of an 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 indemnification hereunder will be in addition to any liability other rights and remedies any such person may have under any other agreement or 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 Company shall be fully and primarily responsible for the payment to an Indemnified Party in respect of 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, irrespective of any right of recovery the Indemnified Party may have from the Indemnitee-related entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-related entities and no right of advancement or recovery the Indemnified Party at common law may have from the Indemnitee-related entities shall reduce or otherwise; (ii) 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 survive make any payment to the termination Indemnified Party in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnitee-related entity making such payment shall be 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 secure such rights, including the execution of such documents 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 Agreement and Section 5, the other Transaction Agreements and following terms shall have 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 Purchaser or any other Indemnified Party.following meanings:

Indemnification. (a) The Company 25.1 Each Party agrees to indemnify release, indemnify, defend and hold harmless Purchaser, its Affiliates, and 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 partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), other Party from and against any and all losses, claims, demands, damages, liabilities and expenses (expenses, suits or other actions, or any liability whatsoever, including, without limitation but not limited to, costs and as incurredattorneys' fees (collectively, reasonable costs a "Loss"), (a) whether suffered, made, instituted, or asserted by any other party or person, relating to personal injury to or death of investigatingany person, preparing or defending any such claim for loss, damage to, or actiondestruction of real and/or personal property, whether or not such Indemnified Party is a party theretoowned by others, provided that the Company shall not be obligated arising from transactions or activities relating to advance such costs to any Indemnified Party other than Purchaser unless it has received from such Indemnified Party an undertaking to repay this Agreement and to the Company extent proximately caused by the costs so advanced if it should be determined by final judgment negligent or willful acts or omissions of a court the indemnifying Party, regardless 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 ofthe form of action, or is (b) suffered, made, instituted, or asserted by its own customer(s) against the other Party arising out of the other Party's provision of services to the indemnifying Party under this Agreement. Notwithstanding the foregoing indemnification, nothing in connection with any activities contemplated by any Transaction Agreement this Section 25.0 shall affect or any other services rendered in connection herewith; provided that the Company will not be responsible for limit any claims, liabilitiesremedies, lossesor other actions the indemnifying Party may have against the indemnified Party under this Agreement, damages any other contract, or expenses that are determined by final judgment of a court of competent jurisdiction to result from such Indemnified any applicable Tariff(s), regulations or laws for the indemnified Party's gross negligenceprovision 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, willful misconduct claim, lawsuit or bad faithdemand taken against the indemnified Party relating to the indemnification. (b) If The indemnifying Party shall have sole authority to defend any action such action, claim, lawsuit or 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 be brought against an keep the Indemnified Party with respect to which indemnity may reasonably and timely apprised of the status of the action, claim, demand or lawsuit. The Indemnifying Party will not be sought against the Company liable under this AgreementSection for settlements or compromises by the Indemnified party of any action, such Indemnified claim, demand or lawsuit unless the Indemnifying Party shall promptly notify has approved the Company settlement or compromise in advance or unless the defense of the action, claim, demand or lawsuit has been tendered to the Indemnifying Party in writing and the CompanyIndemnifying 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, 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 which consent shall not affect any obligations be unreasonably withheld. However, in the Company may have to such event the settlement or judgment requires a contribution from or affects the rights of the Indemnified Party under this Agreement or otherwise unless Party, the Company is materially adversely affected by such failure. Such Indemnified Party shall have the right to employ separate counsel refuse such settlement or judgment and, at its own cost and expense, take over the defense against such Loss, provided that in such action and participate in event 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 indemnifying 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 responsible for, nor shall it be obligated to indemnify the indemnified Party against, the Loss 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 amount in or otherwise seek to terminate any pending or threatened action, claim, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 excess of such action, claim, suit refused settlement 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 misrepresentationjudgment. (d) The indemnificationindemnified Party shall, contribution in all cases, assert any and expense reimbursement obligations set forth all provisions in this Section 13.3 (i) shall be in addition its Tariffs that limit liability to third parties as a bar to any liability recovery by the Company may have to any Indemnified third party claimant in excess of such limitation of liability. (e) The indemnified Party at common law or otherwise; (ii) shall survive offer the termination of this Agreement indemnifying Party all reasonable cooperation and assistance in 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 defense of any investigation made by such action, demand or on behalf of Purchaser or any other Indemnified Partylawsuit.

Indemnification. (a) The Subject to the provisions of this Section 4.9, the Company agrees to will indemnify and hold each Purchaser Party harmless Purchaser, its Affiliates, and 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 partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending Losses that any such claim Purchaser Party may suffer or actionincur as a result of or relating to any breach of any of the representations, whether warranties, covenants or not such Indemnified Party is a party thereto, provided that agreements made by the Company shall not be obligated to advance in this Agreement or in the other Transaction Documents (a “Covered Action”) (unless such costs to action is based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any Indemnified agreements or understandings such Purchaser Party other than Purchaser unless it has received from may have with any 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 stockholder or any violations by such Indemnified Purchaser Party in connection with any investigative, administrative of state 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 federal securities laws or any other services rendered in connection herewith; provided that the Company will not be responsible for any claimsconduct by such Purchaser Party which is finally judicially determined to constitute fraud, liabilities, losses, damages gross negligence 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 faithmisconduct). (b) If any action Covered Action shall be brought against an Indemnified any Purchaser Party with in respect to of which indemnity may be sought against the Company under pursuant to this Agreement, such Indemnified Purchaser Party shall promptly notify the Company in writing writing, and the Company, at its option, may, Company shall have the right to assume the defense thereof, including the employment thereof with counsel of counsel its own choosing reasonably satisfactory acceptable to such Indemnified Party and payment of all reasonable fees and expensesPurchaser Party. 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 Any Purchaser Party shall have the right to employ separate counsel in any such action Covered 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 Purchaser Party except to the extent that (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 the such defense and to employ counsel or (iiiii) in such Covered Action there is, in the named parties to reasonable opinion of counsel, a material conflict on any such action (including any impleaded parties) include such Indemnified Party material issue between the position of the Company and the Company, and position of 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 CompanyPurchaser Party, 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, case 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 no more than one such firm of separate counsel, in addition to any local counsel, which counsel shall be designated by Purchaser. The Company shall will not be liable to any Purchaser Party under this Agreement (y) for any settlement of any such action by an Purchaser Party effected without the Company’s prior written consent of the Company (consent, which shall not be unreasonably withheldwithheld or delayed; or (z) and to the Company agrees extent, but only to indemnify and hold harmless each Indemnified Party from and against any loss the extent that a loss, claim, damage or liability by reason of settlement is attributable to any Purchaser Party’s willful misconduct, gross negligence or breach of any action effected with the consent of the Companyrepresentations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. In addition, the The Company will shall not, without the prior written consent of Purchaserthe Purchaser Party (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment in or otherwise seek enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to terminate any pending or threatened action, claim, suit or proceeding such Purchaser Party of a release from all liability in respect to which indemnification or contribution may be sought hereunder (whether or such Covered Action, and such settlement shall not include any Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination includes an express unconditional release of Purchaser and admission as to fault on the other Indemnified Parties, satisfactory in form and substance to Purchaser, from all liability arising out part of such action, claim, suit or proceeding. (c) If for any reason the foregoing indemnity is unavailable (otherwise than pursuant to the express terms Purchaser Party. The indemnification required by this Section 4.9 shall be made by periodic payments 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 thereof during 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 course of the Company investigation or defense, as and Purchaser as well as any other relevant equitable considerationswhen bills are received or are incurred. 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) indemnity agreements contained herein shall be in addition to any liability cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may have be subject 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 Purchaser or any other Indemnified Partypursuant to law.

Indemnification. (a) The Company agrees to indemnify Borrower hereby indemnifies and hold holds harmless Purchasereach Finance Party, its Affiliates, the Funding Agents and 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 their respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person their (each an "Indemnified Party"and their Affiliates’) respective officers, advisors, directors and employees (collectively, the "“Indemnified Parties"), ”) from and against any and all losses, claims, damages, liabilities losses, liabilities, costs and expenses (includingincluding fees and disbursements of counsel, without limitation and which must be reasonable so long as incurredno Event of Default is continuing), reasonable costs of investigatingjoint or several, preparing or defending any such claim or action, whether or not such Indemnified Party is a party 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 or asserted or awarded against any Indemnified Party (including in connection with any investigativeinvestigation, administrative litigation or judicial proceeding brought or threatened that relates to the preparation of a defence in connection therewith), in each case arising out of or arises out of, or is in connection with any activities contemplated or by any Transaction reason of this Agreement, the other Finance Documents, the Funding Agreement or the transactions contemplated hereby or thereby or any other services rendered actual or proposed use of the proceeds of the Loans (collectively, the “Indemnified Liabilities”), except (i) to the extent such claim, damage, loss, liability or expense is found in connection herewith; provided that the Company will not be responsible for any claimsa final, liabilities, losses, damages or expenses that are determined non-appealable judgment by final judgment of a court of competent jurisdiction to result have resulted primarily from such Indemnified Party's ’s gross negligence, willful negligence or wilful misconduct or bad faithis 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) If any action 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 against 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 which indemnity may be sought against the Company under this Agreement, 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 promptly notify conduct the Company in writing defence of such claim properly and diligently taking into account its own interests and those of such Indemnified Party; (E) the Company, at its option, may, assume the defense thereof, including the employment of Borrower shall employ counsel reasonably satisfactory 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 all reasonable fees and expenses. The failure to so notify a monetary sum, does not include any performance by or an admission of liability or responsibility on the Company shall not affect any obligations the Company may have to part of such Indemnified Party under this Agreement and contains a provision unconditionally releasing such Indemnified Party and each other Indemnified Party from, and holding all such Persons harmless against, all liability in respect of claims by any releasing party; or (II) such Indemnified Party provides written consent to such settlement (such consent not to be unreasonably withheld or otherwise unless delayed). (d) Notwithstanding the Company is materially adversely affected by such failure. Such Borrower’s election to assume the defence of an action, suit or other claim pursuant to paragraph (c) above, the Indemnified Party shall have the right to employ separate counsel in such action and to participate in the defense thereofdefence of such action, but suit or claim and the fees Borrower shall bear the fees, costs and expenses of such separate counsel shall be at the expense of such Indemnified Party, unless if: (i) the Company has failed use of counsel chosen by the Borrower to assume the defense and employ represent such Indemnified Party would present such counsel with an actual or potential conflict of interest; (ii) the named parties to actual or potential defendants in, or targets of, any such action (including any impleaded parties) include both the Borrower and such Indemnified Party and the Company, and such Indemnified Party shall have been advised by counsel concluded that there may be one or more legal defenses defences 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 Borrower and determined that it elects is necessary to employ separate counsel at in order to pursue such defences (in which case the expense of the Company, the Company Borrower shall not have the right to assume the defense defence of such action or proceeding on behalf of such Indemnified Party, provided, however, that ’s behalf); (iii) the Company Borrower shall not, in connection with any one not have employed counsel reasonably acceptable to such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out Indemnified Party to represent such Indemnified Party within a reasonable time after notice of the same general allegations 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 circumstancesany order, judgment or award given or made in relation to a Sum, has to be responsible hereunder converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the reasonable fees and expenses of more than one such firm of separate counselpurpose of: (i) making or filing a claim or proof against the Borrower; (ii) obtaining or enforcing an order, judgment or award in addition relation to any local counsellitigation or arbitration proceedings; the Borrower shall as an independent obligation, which counsel shall be designated by Purchaser. The Company shall not be liable for any settlement within three (3) Business Days of any such action effected without the written consent of the Company (which shall not be unreasonably withheld) and the Company agrees to demand, indemnify and hold harmless each Indemnified Party from and to whom that Sum is due against any cost, 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 the conversion including any discrepancy between (iA) in such proportion as is appropriate the rate of exchange used to reflect the relative benefits received by the Company on the one hand and by Purchaser on the other convert that Sum from the transactions contemplated by this Agreement First Currency into the Second Currency and (B) the rate or (ii) if the allocation provided by clause (i) is not permitted under applicable law, in such proportion as is appropriate rates of exchange available 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 time of this Agreement and the other Transaction Agreements and the payment in full its receipt 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 Purchaser or any other Indemnified Partythat Sum.

Indemnification. (a) The Company agrees to indemnify From and hold harmless Purchaser, its Affiliates, and each Person, if any, who controls Purchaser, or any of its Affiliates, within after the meaning Effective Time through the sixth anniversary of the Securities Act or the Exchange Act (eachEffective Time, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party 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 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 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 from and Party”), against any loss costs or liability by reason of settlement of expenses (including reasonable attorneys’ fees), judgments, fines, amounts paid in settlement, losses, claims, damages or liabilities incurred in connection with any action effected with the consent of the Company. In additionclaim, 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, claimsuit, suit proceeding or proceeding in respect to which indemnification investigation, whether civil, criminal, administrative or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlementinvestigative, compromise, consent or 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 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. (b) Any Indemnified Party wishing to claim indemnification under Section 5.13(a), upon learning of any such claim, action, claimsuit, suit proceeding or proceedinginvestigation, 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) If for any reason MCBF shall maintain MSB’s existing directors’ and officers’ liability insurance policy (or 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 indemnity is unavailable (otherwise than 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 provide insurance coverage 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 13.35.13(c), the aggregate contribution an amount per annum in excess of all Indemnified Parties shall not exceed 150% of the amount of interest and fees actually received the annual premiums paid by Purchaser pursuant MSB as of the date hereof for such insurance (“Maximum Insurance Amount”); provided further, that if the amount of the annual premiums necessary to this Agreement. It is hereby further agreed that maintain or procure such insurance coverage exceeds the relative benefits Maximum Insurance Amount, MCBF shall obtain the most advantageous coverage obtainable for an annual premium equal 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 misrepresentationMaximum Insurance Amount. (d) The indemnificationIn the event MCBF 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, contribution then, and expense reimbursement in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of MCBF assume the obligations set forth in this Section 13.3 5.13. (ie) The provisions of this Section 5.13 are intended to be for the benefit of, and shall be in addition to any liability the Company may have to any enforceable by, each Indemnified Party at common law and his 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 Purchaser or any other Indemnified Partyher representatives.

Indemnification. Each party required to deliver an Assessment of Compliance and an Accountant’s Attestation and/or an Item 1123 Certification under Article XIII (aeach, a “Responsible Party) The Company agrees to shall indemnify and hold harmless Purchaserthe Trust Administrator, its Affiliates, the Master Servicer and the Depositor and each Personof their directors, if anyofficers, 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 partnersemployees, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), affiliates from and against any and all claims, losses, claims, damages, liabilities penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending a) any such claim or action, whether or not such Indemnified Party is a party 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 breach by such Indemnified 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 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 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 performance of any such action effected without if its obligations hereunder. If 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 provided for any reason the foregoing indemnity herein is unavailable (otherwise than pursuant to the express terms of such indemnity) to an Indemnified Party or insufficient to hold an Indemnified Party harmlessharmless the Master Servicer, the Trust Administrator or the Depositor, then in lieu of indemnifying such Indemnified Party, the Company each Responsible Party agrees that it shall contribute to the amount paid or payable by such Indemnified Party Trust Administrator, the Master Servicer or the Depositor, as applicable, as a result of such any claims, liabilities, losses, damagesdamages or liabilities incurred by the Master Servicer, the Trust Administrator or expenses (i) the Depositor, as applicable, in such proportion as is appropriate to reflect the relative benefits received by fault of Trust Administrator or the Company Depositor, as applicable, 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 lawsuch Responsible Party, 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) This indemnification shall survive the termination of this Agreement and or 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 termination of any investigation made by or on behalf of Purchaser or any other Indemnified Partyparty to this Agreement.

Indemnification. (a) a. The Company Employer agrees to indemnify and hold harmless Purchaser, to Orpheus and its Affiliates, and 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 partnersaffiliates, agents, and their respective directors, officers, employees, officers agents and Directors of Purchaser, their Affiliates and any such Controlling Person controlling persons (each such person is hereinafter referred to as an "“Indemnified Party") and collectively, the "Indemnified Parties"”), from and against any and all losses, claims, damages, liabilities and expenses (includingwhatsoever, without limitation and as incurredjoint or several, reasonable costs of investigating, preparing or defending to which any such Indemnified Party may become subject under any applicable law of Malaysia or otherwise, caused by, relating to or arising out of the engagement evidenced hereby. The Employer will reimburse any Indemnified Party for any expenses (including reasonable counsel fees and expenses) as they are incurred by an Indemnified Party in connection with the investigation of, preparation for or defense of any pending or threatened claim or actionany action or proceeding arising therefrom, whether or not resulting in liability; provided, however, that at the time of such reimbursement the Indemnified Party is a party thereto, provided that shall have entered into an agreement with the Company shall not be obligated to advance such costs to any Employer whereby the Indemnified Party other than Purchaser unless it has received from such Indemnified Party an undertaking agrees to repay to the Company the costs so advanced all such reimbursed amounts if it should be is determined in a final judgement by final judgment of a court of competent jurisdiction that such the Indemnified Party was is 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 indemnity from Orpheus. Notwithstanding 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 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 Companyforegoing, 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 Employer shall not be liable for to 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 under the consent of the Company. In addition, the Company will not, without the prior written consent of Purchaser, settle or compromise or consent foregoing indemnification provision to the entry of extent that any judgment in or otherwise seek to terminate any pending or threatened actionloss, claim, suit damage, liability or proceeding in respect to which indemnification expense results directly from any such Indemnified Party’s misconduct or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 proceedinggross negligence. (c) 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 (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 Employer shall contribute to the amount paid or payable by such an Indemnified Party as a result of such claimsloss, liabilitiesclaim, lossesdamage, damages, liability 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, expense in such proportion as is appropriate to reflect not only the relative benefits received by the Company Employer on the one hand and Purchaser Orpheus on the other, but also the relative fault of by the Company Employer and Purchaser the Indemnified Party, as well as any other relevant equitable considerations. Notwithstanding , subject to the provisions of this Section 13.3, limitation that in no event shall the aggregate total contribution of all Indemnified Parties shall not to all such losses, claims, damages, liabilities or expenses exceed the amount of interest and fees actually received and retained 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 misrepresentationhereunder. (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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company agrees You agree to indemnify defend, indemnify, and hold harmless Purchaserthe Company, its Affiliatesadvertisers, licensors, subsidiaries and other affiliated companies, and each Persontheir employees, if anycontractors, who controls Purchaserofficers, 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 its Affiliatesthis Agreement. The Company reserves the right, within at it own expense, to assume the meaning exclusive defense and control of the Securities Act or the Exchange Act (each, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party 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 matter otherwise subject to indemnification hereunder by you, in which event you shall cooperate 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 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 expensesasserting any available defenses. The failure to so notify the Company shall not affect any obligations the LEGAL COMPLIANCE Company may have to such Indemnified Party under suspend or terminate this Agreement or otherwise unless 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 is materially adversely affected may disclose the User’s identity and contact information, if requested 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 a government or law enforcement body or as a result 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 a subpoena or (ii) the named parties to any such action (including any impleaded parties) include such Indemnified Party and the Companyother legal action, 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 damages or results thereof and User agrees not to bring any settlement 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 site. 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 agree that the statues and laws of the Kingdom of the Netherlands shall apply to any actions or claims arising out of or in relation to this Agreement or your use of this site, without regard to conflicts of laws principles thereof. You and the Company also agree and hereby submit to the filing of any such action effected without claim only in the written consent exclusive personal jurisdiction and venue of the Kingdom of the Netherlands and any legal proceedings shall be conducted in the Dutch language. The Company (which makes no representation that materials on this site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. This Agreement 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 governed by the Company United Nations Convention on Contracts for 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 lawSale of Goods. 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, 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 otherTHERE 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, but also the relative fault of the Company and Purchaser as well as any other relevant equitable considerationsIDEAS AND TECHNIQUES. Notwithstanding the provisions of this Section 13.3WE DO NOT PURPORT THIS AS A “GET RICH SCHEME.” 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 aggregate contribution of all Indemnified Parties shall not exceed the amount of interest and fees actually received by Purchaser pursuant to this AgreementIDEAS AND TECHNIQUES MENTIONED, YOUR FINANCES, KNOWLEDGE AND VARIOUS SKILLS. 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 toSINCE THESE FACTORS DIFFER ACCORDING TO INDIVIDUALS, among other thingsWE 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-LOOKING STATEMENTS WITHIN THE MEANING OF THE USA SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING 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, 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 misrepresentationIN FACT NO GUARANTEES ARE MADE THAT YOU WILL ACHIEVE ANY RESULTS FROM OUR IDEAS AND TECHNIQUES IN OUR MATERIAL. (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 Purchaser or any other Indemnified Party.

Indemnification. Each party required to deliver an Assessment of Compliance and an Accountant’s Attestation and/or an Item 1123 Certification under Article XIV (aeach, a “Responsible Party) The Company agrees to shall indemnify and hold harmless Purchaserthe Trust Administrator, its Affiliates, the Master Servicer and the Depositor and each Personof their directors, if anyofficers, 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 partnersemployees, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), affiliates from and against any and all claims, losses, claims, damages, liabilities penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending a) any such claim or action, whether or not such Indemnified Party is a party 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 breach by such Indemnified 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 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 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 performance of any such action effected without if its obligations hereunder. If 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 provided for any reason the foregoing indemnity herein is unavailable (otherwise than pursuant to the express terms of such indemnity) to an Indemnified Party or insufficient to hold an Indemnified Party harmlessharmless the Master Servicer, the Trust Administrator or the Depositor, then in lieu of indemnifying such Indemnified Party, the Company each Responsible Party agrees that it shall contribute to the amount paid or payable by such Indemnified Party Trust Administrator, the Master Servicer or the Depositor, as applicable, as a result of such any claims, liabilities, losses, damagesdamages or liabilities incurred by the Master Servicer, the Trust Administrator or expenses (i) the Depositor, as applicable, in such proportion as is appropriate to reflect the relative benefits received by fault of Trust Administrator or the Company Depositor, as applicable, 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 lawsuch Responsible Party, 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) This indemnification shall survive the termination of this Agreement and or 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 termination of any investigation made by or on behalf of Purchaser or any other Indemnified Partyparty to this Agreement.

Indemnification. (a) The Company agrees to indemnify From and after the Effective Time, each of Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless Purchasereach Person who is now, its Affiliatesor has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, and each Personan officer, if any, who controls Purchaser, director or manager of the Company or any of its AffiliatesSubsidiaries or who acts as a fiduciary under any Company Stock Plan, within the meaning of the Securities Act or the Exchange Act (eachin each case, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any when acting in such Controlling Person capacity (each an "“Indemnified Party"”) and collectivelyagainst all claims, the "Indemnified Parties"), from and against any and all losses, claimsliabilities, damages, liabilities judgments, fines and expenses (includingreasonable fees, without limitation costs and as incurredexpenses, reasonable costs of investigatingincluding attorneys’ fees and disbursements, preparing or defending incurred in connection with any such claim or claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or not such investigative, arising out of or pertaining to the fact that the Indemnified Party is or was an officer, director or manager of the Company or any of its Subsidiaries or, while a party theretodirector, provided 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 an officer, director or manager of another Person, whether pertaining to any act or omission occurring or existing prior to or at, but not after the Effective Time and whether asserted or 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 shall not would have been permitted to do so by law. Each Indemnified Party will be obligated entitled to advance advancement of expenses (including attorneys’ fees) incurred in the defense of any such costs to claim, action, suit, proceeding or 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 than Purchaser unless it has received from such Indemnified Party an undertaking applicable Law, to repay to the Company the costs so advanced such advances if it should be is determined by a final judgment determination of a court of competent jurisdiction (which determination is not subject to appeal) that such Indemnified Party was is not entitled to indemnification hereunder with respect under applicable Law. Parent, US Holdco and Merger Sub agree that all rights to such costs) which may be incurred indemnification, advancement of expenses, and exculpation by such the Company now existing in favor of each 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; as 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 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 Charter Documents 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 caseeach case as in effect on the date of this Agreement, if such Indemnified Party notifies or pursuant to any other Contracts in effect on the Company date hereof, shall be assumed by the Surviving Corporation in writing that it elects to employ separate counsel the Merger, without further action, 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 Effective Time 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 Merger 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 in accordance with their terms; provided that the Indemnified Party to whom expenses are advanced provides an 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 Effective Time with respect to acts or omissions by any Indemnified Party occurring prior to the 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 investigation made by or on behalf of Purchaser or any other Indemnified Party; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the disposition of such action or resolution of such claim.

Indemnification. 13.1 Any claim, suit, loss, judgment, damages, fines or expenses (ahereinafter collectively referred to as a “Loss”) The Company agrees to indemnify and hold harmless Purchasersustained by Party B, its Affiliatesdirectors, and 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 partners, agentsofficers, employees, officers and Directors agents or representatives (hereinafter collectively referred to as “Indemnified Parties”) in the performance of Purchasertheir duties under this Agreement, their Affiliates and shall be fully indemnified by Party A. Party A shall hold each Indemnified Party harmless against any such Controlling Person (each an "Loss and/or liability, 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 fault of such Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party 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 . 13.2 Notwithstanding any other services rendered in connection herewith; provided that the Company will provision of this Agreement, Indemnified Parties shall not be responsible for any claims, liabilities, losses, damages loss of Party A or expenses that are determined any third party caused 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 or inaction, or by any erroneous decision, on the part of an Indemnified Indemnity Party with respect to which indemnity may be sought against the Company in discharging its obligations under this Agreement, unless it is finally determined through legal or administrative procedures or consultations between Party A and Party B that such Indemnified Party shall promptly notify loss was incurred due to the Company in writing and 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 fault of such Indemnified Party. 13.3 If, unless (i) based on the Company has failed to assume the defense and employ counsel experiences, capabilities 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 qualifications 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination includes an express unconditional release of Purchaser and the other Indemnified Parties, satisfactory the losses described in form and substance to Purchaser, from all liability arising out of such action, claim, suit the above two sections can 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 Partyshould be expected, 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 promptly notify Party A of the possibility of such losses and fulfill appropriate duties and obligations as agreed herein. Otherwise, the Indemnified Parties will not exceed the amount of interest and fees actually received by Purchaser pursuant be indemnified according 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 misrepresentationindemnity clause. (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) 13.4 This indemnity clause shall survive the termination of this Agreement and the other Transaction Agreements and the payment in full Agreement, regardless of the Convertible Debentures and (iii) shall remain operative and manner in full force and effect regardless of any investigation made by or on behalf of Purchaser or any other Indemnified Partywhich this Agreement is terminated.

Indemnification. (a) The Company agrees to indemnify A. To the fullest extent permitted by law, for work or services provided under this Agreement, Contractor shall indemnify, defend, and hold harmless Purchaser, its Affiliates, and 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"), DISTRICT and the County of Sacramento, their respective partnersgoverning and advisory Boards, agents(emphasis added for clarity) officers, directors, officials, employees, officers and Directors of Purchaser, their Affiliates authorized volunteers and any such Controlling Person agents (each an "Indemnified Party") and collectively, the "collectively “Indemnified Parties"”), from and against any and all claims, demands, actions, losses, claimsliabilities, damages, liabilities and all expenses and costs incidental thereto (includingcollectively “Claims”), without limitation including cost of defense, settlement, arbitration, and as incurredreasonable attorneys' fees, reasonable costs resulting from injuries to or death of investigatingpersons, preparing including but not limited to employees of either Party hereto, and damage to or defending any such claim destruction of property, or actionloss of use or reduction in value thereof, whether or including but not such limited to the property of either Party hereto, and recovery of monetary losses incurred by an Indemnified Party is a party 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 directly attributable to the Company the costs so advanced if it should be determined by final judgment performance 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 investigativeContractor, administrative or judicial proceeding brought or threatened that relates to or arises arising out of, pertaining to, or is in connection with relating to the negligence, recklessness, or willful misconduct of Contractor, its employees, Contractor’s subconsultants or subcontractors at any activities contemplated by any Transaction Agreement tier, or any other services rendered in connection herewith; provided that the Company will not be responsible party 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 faithwhich Contractor is legally liable under law. (b) If any action B. The right to defense and indemnity under this Section shall initiate upon occurrence of an event giving rise to a Claim and, thereafter, upon tender in writing to Contractor. Contractor shall defend Indemnified Parties with counsel reasonably acceptable to County. Notwithstanding the foregoing, County shall be brought against an Indemnified Party with respect to which indemnity may be sought against the Company under this Agreemententitled, such Indemnified Party shall promptly notify the Company in writing on its own behalf, and 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 Contractor, to assume control of its defense or the 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 the defense of any Indemnified Party, unless (i) the Company has failed it does so without prejudice to its right to subsequently request that Contractor thereafter assume control of 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 pay all reasonable attorneys’ 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 costs incurred thereby. C. This indemnity obligation shall not be liable for limited by the types and amounts of insurance or self-insurance maintained by Contractor or Contractor’s subconsultants or subcontractors at 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 proceedingtier. (c) If for D. Nothing in this Indemnity obligation shall be construed to create any reason the foregoing indemnity is unavailable (otherwise than pursuant to the express terms duty to, any standard 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, damagescare with reference to, or expenses (i) in such proportion as is appropriate any liability or obligation, contractual or otherwise, 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 third party. E. 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) Indemnity obligation shall survive the expiration or 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 Purchaser or any other Indemnified PartyAgreement.

Indemnification. 7.1 To the fullest extent permitted by law, and subject to the limitations set forth in Section 6 of this Agreement, each Party (athe "Indemnifying Party") The Company agrees to shall indemnify and hold harmless Purchaser, its Affiliatesthe other Party, and each Personits current and future direct and indirect parent companies, if anyaffiliates and their shareholders, who controls Purchaserofficers, or any of its Affiliatesdirectors, within the meaning of the Securities Act or the Exchange Act (each, a "Controlling Person"), and the respective partnersemployees, agents, employeesservants and assigns (collectively, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an the "Indemnified Party") and collectivelyat the Indemnified Party's option, the "Indemnifying Party shall defend the Indemnified Parties"), Party from and against any and all claims and/or liabilities for losses, claimsexpenses, damagesdamage to property, liabilities and expenses (injury to or death of any person, including, without limitation but not limited to, the Indemnified Party's employees and as incurredits affiliates employees, subcontractors and subcontractors employees, or any other liability incurred by the Indemnified Party, including reasonable costs 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 investigatingthis Agreement, preparing except to the extent caused wholly or defending in part by any such negligent, grossly negligent or willful act or omission of the Indemnified Party. 7.2 If any claim or actioncovered by Section 7.1 is brought against the Indemnified Party, whether or not such then the Indemnifying Party shall be entitled to participate in, and unless in the opinion of counsel for the Indemnified Party is a party thereto, provided that conflict of interest between 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 Parties may exist with respect to such costs) which may be incurred by such Indemnified Party in connection with any investigativeclaim, 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 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 claim, with counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party does not assume the defense of such the Indemnified Party, providedor if a conflict precludes the Indemnifying Party from assuming the defense, howeverthen 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, that the Company shall notIndemnified Party, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings at its sole option, may participate in the same jurisdiction arising out defense, at its own expense, with counsel of its own choice without relieving the same general allegations 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 circumstancespunitive damages of any kind whatsoever, be responsible hereunder for the reasonable fees whether in contract, tort or strict liability. 7.3 The Indemnifying Party's obligation to indemnify under this Section 7 shall survive termination of this Agreement, 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 limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Indemnifying Party under 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 additionstatutory scheme, the Company will notincluding, without the prior written consent of Purchaserlimitation, settle under any Worker's Compensation Acts, Disability Benefit Acts or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 proceedingEmployee Benefit Acts. (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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company agrees to indemnify Tenant shall indemnify, defend, and hold harmless PurchaserLandlord from any and all claims of liability asserted against Landlord and Landlord Parties by a third party, its Affiliatesincluding without limitation any agency or instrumentality of the federal, 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 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 each Personno liability under this Lease, if anywith respect 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, who controls PurchaserLandlord shall indemnify, or any of its Affiliates, within the meaning of the Securities Act or the Exchange Act (each, a "Controlling Person")defend, and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), hold harmless Tenant from and against any and all lossesclaims of liability asserted against Tenant by a third party, claims, damages, liabilities and expenses (including, including without limitation and as incurredany agency or instrumentality of the federal, reasonable costs state, or local government, for bodily injury, including death of investigatinga person, preparing physical damage to or defending 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 such claim Hazardous Material existing at or action, whether emanating from the Premises to the extent caused by Landlord or not such Indemnified Party is a Landlord Parties during or after the Term of this Lease or to the extent caused by any third party 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 Tenant or Tenant Parties with respect to such costs) which may the migration of any Hazardous Material on or under the Premises from adjacent properties. Neither party shall be incurred by such Indemnified Party in connection with any investigativerequired to indemnify, administrative defend 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 hold harmless the other services rendered in connection herewith; provided that the Company will not be responsible for any claims, liabilities, losses, damages Hazardous Material existing at or expenses that are determined by final judgment emanating from the Premises prior to the Term of this Lease due to the acts or omissions 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 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, third party; provided, however, that Landlord and Tenant each shall have the Company right (and each party shall not, reasonably cooperate with the other in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in that regard) to enforce for its own benefit the same jurisdiction arising out terms 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 environmental indemnification/remediation 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 or implemented pursuant to (ia) 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 Agreement for Purchase and Sale of this Agreement Real Property and the other Transaction Agreements Joint Escrow Instructions between ▇▇▇▇▇▇ Healthcare Corporation and the payment in full of the Convertible Debentures Tenant dated March 12, 1996, and (iiib) shall remain operative Agreement for Purchase and in full force Sale of Real Property and effect regardless of any investigation made by or on behalf of Purchaser or any other Indemnified PartyJoint Escrow Instructions between ▇▇▇▇▇▇ Healthcare Corporation and Tenant dated January 15, 1996 (collectively, the “Environmental Indemnity Agreements”) covering certain existing Hazardous Material contamination and remediation currently taking place at the Premises.

Indemnification. Each Party (athe “Indemnitor”) The Company agrees to shall release, defend, indemnify and hold harmless Purchaserthe other party, its Affiliatesaffiliates, its contractors, and each Persontheir respective members, 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 partners, agentsdirectors, officers, shareholders, managers, employees, officers agents and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), representatives from and against any and all losses, damages, fines, liens, levies, penalties, claims, damagesdemands, liabilities causes of action, suits, legal or administrative proceedings, orders, governmental actions and judgments of every kind and character, and any and all costs and expenses (including, without limitation and as incurredlimitation, reasonable costs of investigatingattorneys’ fees, preparing or defending any such claim or actionreasonable expert witness fees, whether or not such Indemnified Party is a party 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 and court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder with respect to such costs) related thereto (collectively, “Claims”) 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 arise 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 negligenceor relate in any way, willful misconduct directly or bad faith. indirectly, to (a) a breach of this Agreement by the Indemnitor, or (b) If the acts or omissions hereunder of the Indemnitor 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 action and all Claims asserted by third parties that arise from the condition or quality of the Product sold hereunder, except to the extent such Claims are the result of the acts or omissions of Gavilon, its agents or any third party following Delivery hereunder. The Party claiming indemnification shall be brought against an Indemnified Party with respect give prompt written notice to the Indemnitor of any matter for which indemnity the Indemnitor may be sought against the Company become liable under this Agreement, such Indemnified Party provision. Such notice shall promptly notify contain full details of the Company matter in writing order to provide the Indemnitor with sufficient information to assess its potential liability and to undertake defense of 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 expensesClaim. 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 indemnified Party shall have the right at all times to employ separate counsel in such action and participate in the defense thereof, but the fees preparation for 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 conducting of any such action effected without the written consent of the Company (which shall not be unreasonably withheld) and the Company agrees hearing, trial or other proceeding related 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 13.3Section, as well as the aggregate contribution of 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 Indemnified Parties reasonable respects with the Indemnitor and its counsel in defending any Claims and shall not exceed take any action that is reasonably likely to be detrimental to such defense. The Indemnitor shall obtain written approval from the amount of interest and fees actually received by Purchaser pursuant indemnified Party prior to this Agreement. It is hereby further agreed any settlement that the relative benefits to the Company might impose obligations or restrictions 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 Purchaser or any other Indemnified indemnified Party.

Indemnification. (ai) The Company agrees to shall reimburse, indemnify and hold harmless Purchaserthe Advisor Parties, its Affiliates, to the fullest and each Person, if any, who controls Purchaser, or any broadest extent permitted by law and under the Company’s Articles of its Affiliates, within the meaning of the Securities Act or the Exchange Act (each, a "Controlling Person"), Incorporation and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties")Bylaws, from and against any and all losses, claims, damages, liabilities liabilities, costs and expenses of any nature whatsoever, including, without limitation, attorney’s fees, court costs, and similar fees and expenses (including“Expenses”) with respect 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), without limitation 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 its capacity as incurredsuch), reasonable costs except with respect to Expenses with respect to or arising out of investigatingthe Advisor Party’s gross negligence, preparing bad faith or defending willful misconduct, or reckless disregard of its duties under this Agreement; provided, however, that to the extent an Advisor Party actually recovers insurance proceeds with respect to any matter for which the Advisor Party is entitled to indemnification, then the amount payable to such claim Advisor Party under this Section 15.03 in respect of such matter shall be reduced by the amount of such recovered insurance proceeds. (ii) The Advisor shall reimburse, indemnify and hold harmless the Company, to the fullest and broadest extent permitted by law, from and against any and all Expenses in respect of or actionarising from any acts or omissions of the Advisor constituting bad faith, whether willful misconduct, gross negligence or not 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 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 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 a to be made pursuant hereto, notify the indemnifying party thereto, provided that in writing of the Company commencement thereof; but the omission to so notify the indemnifying party shall not be obligated to advance such costs relieve it from any liability that it may have to any Indemnified Party other than Purchaser unless pursuant to this Section 15.03. In case any such Proceeding shall be brought against an Indemnified Party and it has received from 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 an undertaking and, after notice from the indemnifying party 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 of the indemnifying party’s election to assume the defense thereof, the indemnifying party shall not entitled to indemnification hereunder with respect be liable to such costs) which may be 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 connection with 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 investigative, administrative liability which the indemnifying party otherwise may have under applicable law or judicial proceeding brought otherwise. (iv) The Company shall advance funds to an Advisor Party upon request for any expenses and other costs incurred as a result of any pending or threatened that Proceeding or the initiation of a Proceeding by any Advisor Party if (a) such Proceeding relates to or arises out of, or is alleged to relate to or arise out of or has been caused or alleged to have been caused in connection with whole or in part by, any activities contemplated by 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 Transaction Agreement or any other services rendered funds advanced pursuant to this Section 15.03(iv) in connection herewith; provided that 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 will not be responsible 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 Advisor Party shall become obligated to make payment therefor, any and all reasonable amounts for any claimswhich such Advisor Party is entitled to indemnification under Section 15.03, liabilities, losses, damages or expenses and the Company shall pay the same within thirty (30) days after request for payment. In the event that are determined a determination is made 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 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 arbitrator that the Company is materially adversely affected not so obligated in respect of any amount paid by it to a particular Advisor Party, such failure. Such Indemnified Advisor Party shall have the right to employ separate counsel in will refund such action amount within thirty (30) days of such determination, and participate in the defense thereof, but the fees and expenses event that a determination by a court 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 competent jurisdiction 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, an arbitrator is made that the Company shall not, is so obligated 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 respect to any local counsel, which counsel shall be designated amount not paid 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 additiona particular Advisor Party, the Company will not, without the prior written consent of Purchaser, settle or compromise or consent pay such amount to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, suit or proceeding in respect to which indemnification or contribution may be sought hereunder such Advisor Party within thirty (whether or not any Indemnified Party is a party thereto30) unless such settlement, compromise, consent or 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 days of such action, claim, suit or proceedingfinal determination. (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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company From and after the Effective Time through the sixth anniversary of the Effective Date, RCFC (and any successor) agrees to indemnify and hold harmless Purchasereach present and former director, officer and employee of Bayonne and its Affiliates, Subsidiaries and each Person, if any, who controls Purchaser, officer or any employee of Bayonne and its Affiliates, within the meaning Subsidiaries that is serving or has served as a director or trustee of the Securities Act another entity expressly at Bayonne's request or the Exchange Act direction (each, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all costs or expenses (including reasonable attorneys' fees), judgments, fines, amount paid in settlement, losses, claims, damagesdamages or liabilities (collectively, liabilities "Costs") 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, and expenses (including, without limitation and to advance any such Costs to each Indemnified Party as they are from time to time incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not in each case to the fullest extent such Indemnified Party is would have been indemnified as a party theretodirector, provided that officer or employee of Bayonne and its Subsidiaries and as then permitted under the Company 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 have hereunder to such Indemnified Party if such failure does not materially and substantially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) RCFC shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party and RCFC shall not be obligated liable 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 for any legal expenses of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder with respect to such costs) which may be other counsel subsequently 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 the Company, at its option, may, assume the defense thereof, including except that if RCFC does not elect to assume such defense within a reasonable time or counsel for the employment Indemnified Party at any time advises that there are issues which raise conflicts of interest between RCFC and the Indemnified Party (and counsel reasonably for RCFC does not disagree), the Indemnified Party may retain counsel 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 RCFC 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 remain responsible hereunder for the reasonable fees and expenses of more than such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that RCFC shall be obligated pursuant to this paragraph (b) to pay for only one such firm of separate counsel, counsel for all Indemnified Parties in addition any one jurisdiction with respect to any local counselgiven claim, which action, suit, proceeding or investigation unless the use of one counsel shall be designated by Purchaser. The Company 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 settlement of any such action effected by an Indemnified Party without the its prior written consent, which consent of the Company (which shall may 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) withheld unless such settlement, compromise, consent or termination includes an express unconditional release of Purchaser and the other Indemnified Parties, satisfactory settlement is unreasonable in form and substance to Purchaser, from all liability arising out light of such actionclaims, claimactions, suit suits, proceedings or proceedinginvestigations against, or defenses available to, such Indemnified Party. (c) If RCFC shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for any reason the foregoing indemnity is unavailable (otherwise than pursuant in this Section 4.14 to the express terms fullest extent permitted under the DGCL. The rights of such indemnity) to an each Indemnified Party or insufficient hereunder shall be in addition 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 any other rights 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 may have 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 indemnificationRCFC 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, contribution 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 expense reimbursement 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 each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of RCFC assume the obligations set forth in this Section 13.3 4.14. (if) The provisions of this Section 4.14 are intended to be for the benefit of, and shall be in addition to any liability the Company may have to any enforceable by, each Indemnified Party at common law and his 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 Purchaser or any other Indemnified Partyher representatives.

Indemnification. (a) The Company PMHS/I4G agrees to indemnify and hold harmless Purchaser, FHH and its Affiliates, and 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 partners, agents, employeesdirectors, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and affiliates against any and all losses, claims, damages, liabilities obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements (and all actions, suits, proceedings and investigations in respect thereof 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 limitation, the costs, expenses, and disbursements, as and when incurred, reasonable costs of investigating, preparing or defending any such claim or action, proceeding or investigation (whether or not such Indemnified Party is a party 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 investigativelitigation to which FHH is a Party), administrative directly or judicial proceeding brought indirectly, caused by, relating to, based upon, arising out of or threatened that relates to or arises out of, or is in connection with any activities contemplated information provided by any Transaction Agreement the Company which contains a material misrepresentation or any other services rendered material omission in connection herewithwith the provision of services by FHH under this Agreement; provided that however, such indemnity agreement shall not apply to any portion of any such loss, claim, damage, obligation, penalty, judgment, award, liability, cost, expense or disbursement to the Company will not be responsible for any claims, liabilities, losses, damages or expenses that are determined extent it is found by final judgment of a court of competent jurisdiction to result have resulted from negligence or willful 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 “Indemnified Party”), shall give notice to the Party required to provide indemnification (the “Indemnifying Party”) promptly, within thirty (30) days, after such Indemnified Party's gross negligence, willful misconduct or bad faith. (b) If Party has actual knowledge of any action shall be brought against an Indemnified Party with respect claim as to which indemnity may be sought against the Company under this Agreement, such Indemnified Party shall promptly notify the Company in writing and 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 Companysought, and such Indemnified shall permit the Indemnifying 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 any such action claim or proceeding on behalf of such Indemnified any litigation resulting there from, provided that counsel for the Indemnifying Party, providedwho shall conduct the defense at such claim or any litigation resulting there from, 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 approved by Purchaser. The Company shall not be liable for any settlement of any such action effected without the written consent of the Company Indemnified Party (which whose approval shall not be unreasonably withheld) ), and the Company agrees Indemnified Party may participate in such defense at such Party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 7. Each Indemnified Party shall furnish such information regarding itself or the 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 each Indemnified Party from PMHS/I4G, its directors, officers, subsidiaries and affiliates against any loss or liability by reason of settlement of any action effected with the consent of the Company. In additionand all losses, the Company will notclaims, without the prior written consent of Purchaserdamages, settle or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened actionobligations, claimpenalties, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlementjudgments, compromise, consent or 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 claimsawards, liabilities, lossescosts, damagesexpenses and disbursements resulting from any actions taken, claims made, or expenses (i) in such proportion as is appropriate to reflect misrepresentations by FHH regarding the relative benefits received by the Company on the one hand products and by Purchaser on the other from the transactions contemplated by this Agreement or (ii) if the allocation services 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 PMHS its subsidiaries 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 affiliates 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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company agrees shall indemnify the Holder(s) of the Registrable Securities to indemnify be sold pursuant to any registration statement hereunder and hold harmless Purchaser, its Affiliates, any underwriter or person deemed to be an underwriter under the Act and each Personperson, if any, who controls Purchaser, such Holders or any of its Affiliates, underwriter or persons deemed to be underwriters within the meaning of Section 15 of the Act or Section 20(a) of the Securities Act or the Exchange Act of 1934, as amended (each, a "Controlling PersonExchange Act"), against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and other expenses (including, without limitation and as incurred, reasonable costs of reasonably incurred in investigating, preparing or defending against any such claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or actionotherwise, whether or not such Indemnified Party is a party thereto, provided that the Company shall not be obligated to advance such costs to any Indemnified Party other than Purchaser unless it has received arising from such Indemnified Party an undertaking registration statement. The Holder(s) of the Registrable Securities 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 sold pursuant to such costsregistration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, 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 they may be incurred become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Indemnified Party Holders, in connection with any investigativewriting, administrative or judicial proceeding brought or threatened that relates to or arises out of, or is for specific inclusion 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 faithregistration statement. (b) If any action shall be is brought against an a party hereto, ("Indemnified Party with Party") in respect to of which indemnity may be sought against the Company under this Agreementother party ("Indemnifying Party"), such Indemnified Party shall promptly notify the Company Indemnifying Party in writing of the institution of such action and the Company, at its option, may, Indemnifying Party shall assume the defense thereofof such action, including the employment and fees of counsel reasonably satisfactory to such the 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 failureParty. Such Indemnified Party shall have the right to employ separate its or their own counsel in any such action and participate in the defense thereofcase, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, Party unless (i) the Company has failed to assume employment of such counsel shall have been authorized in writing by Indemnifying Party in connection with the defense and employ counsel of such action, or (ii) the named parties Indemnifying Party shall not have employed counsel to any defend such action action, or (including any impleaded partiesiii) 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 may result in a conflict between the Company, Indemnified Party and Indemnifying Party (in which case, if such Indemnified case Indemnifying 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 direct the defense of such action on behalf of the Indemnified Party), 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 contrary contained herein, if Indemnified Party shall assume the defense of such action or proceeding on behalf of such Indemnified Partyas provided above, 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 Indemnifying Party shall not be liable for any settlement of any such action effected without the its 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 proceedingconsent. (c) If the indemnification or reimbursement provided for any reason the foregoing indemnity hereunder is finally judicially determined by a court of competent jurisdiction to be unavailable (otherwise than pursuant to the express terms of such indemnity) to an Indemnified Party (other than as a consequence of a final judicial determination of willful misconduct, bad faith or insufficient to hold an gross negligence of such Indemnified Party harmlessParty), then Indemnifying Party agrees, in lieu of indemnifying such Indemnified Party, the Company shall to 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 received, or sought to be received, by the Company Indemnifying Party on the one hand and by Purchaser such Indemnified Party on the other from the transactions contemplated by this Agreement or (ii) if (but only if) the allocation provided by in clause (i) of this sentence is not permitted under by 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, referred to in such clause (i) but also the relative fault of the Company Indemnifying Party and Purchaser as well as any other relevant equitable considerations. Notwithstanding the provisions of this Section 13.3such Indemnified Party; provided, however, that in no event shall the aggregate contribution of all Indemnified Parties shall not amount contributed by a Holder exceed the amount profit, if any, earned by such ▇▇▇▇▇▇ as a result of interest and fees actually received the exercise by Purchaser pursuant to this Agreement. It is hereby further agreed that him of 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 Warrants 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) sale by him of the Securities Act) shall be entitled to contribution from any Person who was not guilty underlying shares of such fraudulent misrepresentationCommon Stock. (d) The indemnification, contribution and expense reimbursement obligations set forth in this Section 13.3 (i) rights accorded to Indemnified Parties hereunder shall be in addition to any liability the Company may have to rights that any Indemnified Party may have at common law law, by separate agreement 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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company hereby agrees to indemnify indemnify, defend and hold harmless PurchaserConsultant, its Affiliatesofficers, and each Persondirectors, 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 partners, agentsprincipals, employees, officers affiliates, and Directors of Purchasershareholders, and their Affiliates successors and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), assigns from and against any and all losses, claims, damages, liabilities losses, liability, deficiencies, actions, suits, proceedings, costs or legal expenses (collectively the "Losses") arising out of or resulting from: (i) any breach of a representation, or warranty by the Company contained in this Agreement; or (ii) any activities or services performed hereunder by Consultant, unless such Losses were the result of the intentional misconduct or gross misconduct of Consultant; or (iii) any and all costs and expenses (includingincluding reasonable attorneys' and paralegals' fees) related to the foregoing, without limitation and as incurred, reasonable costs more fully described below. If Consultant receives written notice of investigating, preparing or defending the commencement of any such claim or legal action, whether suit or not such Indemnified Party is a party thereto, provided that proceeding with respect to which the Company shall not is or may be obligated to advance provide indemnification pursuant to this Section 5, Consultant shall, within thirty (30) days of the receipt of such costs to any Indemnified Party other than Purchaser unless it has received from such Indemnified Party an undertaking to repay to written notice, give the Company the costs so advanced if it should be determined written notice thereof (a "Claim Notice"). Failure to give such Claim Notice within such thirty (30) day period shall not constitute a waiver by final judgment Consultant of a court of competent jurisdiction that such Indemnified Party was not entitled its right to indemnification indemnity hereunder with respect to such costs) which may be incurred action, suit or proceeding. Upon receipt 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 Claim Notice from such Indemnified Party's gross negligence, willful misconduct or bad faith. (b) If any action shall be brought against an Indemnified Party Consultant with respect to any claim for indemnification which indemnity is based upon a claim made by a third party ("Third Party Claim"), Consultant may be sought against the Company under this Agreement, such Indemnified Party shall promptly notify the Company in writing and the Company, at its option, may, assume the defense thereofof the Third Party Claim with counsel of its own choosing, including the employment of counsel reasonably satisfactory to such Indemnified Party and payment of all reasonable fees and expensesas described below. The failure to so notify the Company shall not affect any obligations cooperate in the Company 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 have to such Indemnified Party under this Agreement or otherwise unless the Company is materially adversely affected by such failurebe reasonably required in connection therewith. Such Indemnified Party Consultant shall have the right to employ separate its own counsel in any such action and participate in the defense thereofaction, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, Consultant 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 promptly employed counsel to assume the defense of such action or proceeding on behalf of such Indemnified Party, provided, however, that the Company shall notThird Party Claim, in connection with any one which event 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 borne solely by Purchaserthe Company. The Company shall not be liable satisfy or settle any Third Party Claim for any settlement of any such action effected without the written consent of the Company (which shall not be unreasonably withheld) indemnification has been sought 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 notis available hereunder, 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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) Consultant. 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 fail with reasonable promptness either to defend such Third Party Claim or to satisfy or settle the amount paid same, Consultant may defend, satisfy or payable by such Indemnified settle the Third Party as a result of such claims, liabilities, losses, damages, or expenses (i) in such proportion as is appropriate to reflect Claim at 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 expense 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 Company shall not exceed pay to Consultant the amount of interest and fees actually received by Purchaser pursuant to this Agreementany such Loss within ten (10) days after written demand therefor. 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) indemnification provisions hereunder 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 Purchaser or any other Indemnified PartyAgreement.

Indemnification. Subject to the provisions of this Section 4.4, the Company will indemnify and hold the Purchasers, the Placement Agent and their directors, officers, shareholders, partners, employees and agents (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, 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 incur as a result of or relating to (a) The any breach of any of the representations, warranties, covenants or agreements made by the Company agrees to indemnify and hold harmless Purchaser, its Affiliates, and each Person, if any, who controls in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser, or any of its them or their respective Affiliates, within the meaning by any stockholder of the Securities Act or the Exchange Act (each, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors Company who is not an Affiliate of such Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party 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 any of the transactions contemplated by the Transaction Documents (unless such costs) which 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 be incurred have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by such Indemnified Party in connection with any investigativePurchaser which constitutes fraud, 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) malfeasance). If any action shall be brought against an Indemnified any Purchaser Party with in respect to of which indemnity may be sought against the Company under pursuant to this Agreement, such Indemnified Purchaser Party shall promptly notify the Company in writing writing, and the Company, at its option, may, Company shall have the right to assume the defense thereof, including the employment thereof with counsel of counsel reasonably satisfactory to such Indemnified Party and payment of all reasonable fees and expensesits own choosing. 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 Any Purchaser Party shall have the right to employ separate counsel in any 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 Purchaser Party except to the extent that (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 the such defense and to employ counsel or (iiiii) the named parties to any in 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 Companyis, 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 reasonable opinion 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 a material conflict on any local counsel, which counsel shall be designated by Purchasermaterial issue between the position of the Company and the position of such Purchaser Party. The Company shall will not be liable to any Purchaser Party under this Agreement (i) for any settlement of any such action by an Purchaser Party effected without the Company’s prior written consent of the Company (consent, which shall not be unreasonably withheld) and the Company agrees to indemnify and hold harmless each Indemnified Party from and against any loss withheld 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 delayed; or (ii) if to the allocation provided by clause (i) extent, but only to the extent, that a loss, claim, damage or liability is not permitted under applicable lawattributable to any Purchaser Party’s breach of any of the representations, in such proportion as is appropriate to reflect not only the relative benefits received warranties, covenants or agreements made 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 Purchasers in this Section 13.3 (i) shall be Agreement or 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 Purchaser or any other Indemnified PartyDocuments.

Indemnification. (a) The Company agrees to indemnify Environmental Response Trust shall indemnify, defend and hold harmless Purchaser, its Affiliates, and each Person, if any, who controls Purchaser, or any of its Affiliates, within (without the meaning of Environmental Trust Parties having to first pay from their personal funds) the Securities Act or the Exchange Act (each, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), Environmental Trust Parties from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs causes of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party 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, obligations, losses, costs, judgments, 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 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 attorneys’ fees) and 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 other assertion 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 liability arising out of the same general allegations ownership or circumstances, be responsible hereunder for the reasonable fees and expenses environmental condition of more than one such firm of separate counsel, Environmental Trust Assets or action or inaction or 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 connection with the consent of the Company. In additionEnvironmental Trustee’s duties, 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 fullest extent permitted 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, 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 relevant Environmental Trust Environmental Cost Account for the DPH Sites if it relates to Environmental Action or the Environmental Trust Administrative Account. Without limiting the foregoing, any such proportion as is appropriate judgment against a Environmental Trust Party and any such costs of defense relating to reflect not only the relative benefits received any Environmental Trust Party shall be paid by the Company on Environmental Response Trust consistent with the one hand terms and Purchaser on the other, but also the relative fault conditions of the Company and Purchaser as well as any other relevant equitable considerationsthis Section. Notwithstanding the provisions foregoing, to the extent fraud, willful misconduct, or criminal conduct of this Section 13.3any 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 aggregate contribution Effective Date in relation to the Environmental Trustee’s duties, there shall be no indemnification, of all Indemnified Parties 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 action taken, or inaction, consistent with Court approval shall not exceed the amount of interest and fees actually received by Purchaser pursuant to this Agreement. It is hereby further agreed constitute willful misconduct or fraud, provided that the relative benefits there has been no misrepresentation 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 misrepresentationCourt. (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 Purchaser or any other Indemnified Party.

Indemnification. 7.1 To the fullest extent permitted by law, and subject to the limitations set forth in Section 6 of this Agreement each Party (athe "Indemnifying Party") The Company agrees to shall indemnify and hold harmless Purchaser, its Affiliatesthe other Party, and each Personits current and future direct and indirect parent companies, if anyaffiliates and their shareholders, who controls Purchaserofficers, or any of its Affiliatesdirectors, within the meaning of the Securities Act or the Exchange Act (each, a "Controlling Person"), and the respective partnersemployees, agents, employeesservants and assigns (collectively, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an the "Indemnified Party") and collectivelyat the Indemnified Party's option, the "Indemnifying Party shall defend the Indemnified Parties"), Party from and against any and all claims and/or liabilities for losses, claimsexpenses, damagesdamage to property, liabilities and expenses (injury to or death of any person, including, without limitation but not limited to, the Indemnified Party's employees and as incurredits affiliates' employees, subcontractors and subcontractors' employees, or any other liability incurred by the Indemnified Party, including reasonable costs 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 investigatingthis Agreement, preparing except to the extent caused wholly or defending in part by any such negligent grossly negligent or willful act or omission of the Indemnified Party. 7.2 If any claim or actioncovered by Section 7.1 is brought against the Indemnified Party, whether or not such then the Indemnifying Party shall be entitled to participate in, and unless in the opinion of counsel for the Indemnified Party is a party thereto, provided that conflict of interest between 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 Parties may exist with respect to such costs) which may be incurred by such Indemnified Party in connection with any investigativeclaim, 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 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 claim, with counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party does not assume the defense of such the Indemnified Party, providedor if a conflict precludes the Indemnifying Party from assuming the defense, howeverthen 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, that the Company shall notIndemnified Party, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings at its sole option, may participate in the same jurisdiction arising out defense, at its own expense, with counsel of its own choice without relieving the same general allegations 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 circumstancespunitive damages of any kind whatsoever, be responsible hereunder for the reasonable fees whether in contract, tort or strict liability. 7.3 The Indemnifying Party's obligation to indemnify under this Section 7 shall survive termination of this Agreement, 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 limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Indemnifying Party under 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 additionstatutory scheme, the Company will notincluding, without the prior written consent of Purchaserlimitation, settle under any Worker s Compensation Acts, Disability Benefit Acts or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 proceedingEmployee Benefit Acts. (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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company agrees to shall (i) indemnify and hold harmless Purchaser, its Affiliates, the Manager and any Affiliate of the Manager and each Personof their respective directors, if anyofficers, who controls Purchaser, or any of its Affiliates, within the meaning of the Securities Act or the Exchange Act employees and agents (each, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "“Indemnified Party"”) and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, expenses or liabilities to which such Indemnified Party may become subject (except in respect of the broker-dealer engaged by the Manager in respect of placement of Contracts, which shall be the sole liability of the Manager), insofar as such losses, claims, damages, expenses or liabilities (or actions, suits or proceedings including any inquiry or investigation or claims in respect thereof) arise out of, in any way relate to, or result from the transactions contemplated by, this Agreement, and (ii) reimburse each of the Indemnified Parties upon its demand for any reasonable legal or other expenses (including, without limitation and as incurred, reasonable costs of incurred in connection with investigating, preparing to defend or defending any such claim loss, claim, damage, liability, action or actionclaim, whether in each case only to the 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 not such Indemnified Party liabilities to the extent resulting from its own negligence or willful misconduct or for losses, claims, damages, expenses or liabilities that it is a party thereto, provided that the Company shall not be obligated required to advance such costs pay to any Indemnified Party other than Purchaser unless broker-dealer that 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 engaged in connection with any investigative, administrative the Contracts 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 is brought against an Indemnified Party with respect indemnified or intended to which indemnity may be sought against indemnified pursuant to this Section 2.12, the Company under this Agreementshall, if requested by such Indemnified Party shall promptly notify Party, resist and defend such action, suit or proceeding or cause the Company in writing same to be resisted and the Company, at its option, may, assume the defense thereof, including the employment of defended by counsel reasonably satisfactory to such Indemnified Party and payment of all reasonable fees and expenses. The failure to so notify the Company Party, but shall not affect any obligations the Company may have be empowered to compromise or settle such action, suit or proceeding unless such Indemnified Party under this Agreement has been fully indemnified for any loss, claim, damage, expense or otherwise liability it thereby suffers. Each Indemnified Party shall, unless the Company is materially adversely affected by such failure. Such Indemnified Party shall has made the request described in the preceding sentence and such request has been complied with, have the right to employ separate its own counsel in such action to investigate and participate in control the defense thereof, but of any matter covered by such indemnity and the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless (i) the Company. Any obligations of the Company has failed pursuant to assume the defense and employ counsel or (ii) the named parties to any such action (including any impleaded parties) include such Indemnified Party this Section 2.12 are Deferred Expenses and the Company, and such Indemnified Party Manager 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 recourse solely to the Company, in which case, if LOC Reimbursement Account for 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 obligations of the Company (which shall and 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 other assets of the Company) and shall be paid in the priority specified in the applicable sections of Article VII of the Security Agreement. In addition, the Company will not, without the prior written consent of Purchaser, settle or compromise or consent The Manager hereby expressly consents to such limited recourse to the entry LOC Reimbursement Account and to such priorities of any judgment in or otherwise seek to terminate any pending or threatened action, claim, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 distributions 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 Article VII 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 Purchaser or any other Indemnified PartySecurity Agreement.

Indemnification. (a) The Company agrees To the fullest extent permitted by law, the Fund shall, subject to Section 6(c) of this Agreement, indemnify the Indemnified Parties against, and hold them harmless Purchaserfrom, its Affiliates, and 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 partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities liabilities, costs and expenses (includingarising by reason of being or having been Administrator to the Fund, without limitation and as incurredor the past or present performance of services to the Fund in accordance with this Agreement by the Indemnified Party, reasonable costs of investigatingexcept to the extent that the loss, preparing claim, damage, liability, cost or defending expense has been finally determined in a judicial decision on the merits from which no further appeal may be taken in any such claim or action, suit, investigation or other proceeding to have been incurred or suffered by the Indemnified Party by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Indemnified Party’s office. These losses, claims, damages, liabilities, costs and expenses include, but are not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and counsel fees and expenses, incurred in connection with the defense or disposition of any action, suit, investigation or other proceeding, whether civil or not criminal, before any judicial, arbitral, administrative or legislative body, in which the Indemnified Party may be or may have been involved as a party or otherwise, or with which such Indemnified Party is a party theretomay be or may have been threatened, while in office or thereafter. The rights of indemnification provided that the Company shall under this Section 6 are not to be obligated construed so as to advance such costs to any provide for indemnification of an Indemnified Party other than Purchaser unless it has received from such Indemnified Party an undertaking to repay for any liability (including liability under U.S. federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith) to the Company extent (but only to the costs extent) that indemnification would be in violation of applicable law, but shall be construed so advanced if it should be determined by final judgment as to effectuate the applicable provisions 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 faiththis Section 6. (b) If Expenses, including counsel fees and expenses, incurred by any action shall be brought against an Indemnified Party with respect to which indemnity (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties) may be sought against paid from time to time by the Company Fund in advance of the final disposition of any action, suit, investigation or other proceeding upon receipt of an undertaking by or on behalf of the Indemnified Party to repay to the Fund amounts paid if a determination is made that indemnification of the expenses is not authorized under Section 6(a) of this Agreement, such Indemnified Party shall promptly notify the Company in writing and 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 long as (i) the Company Indemnified Party provides security for the undertaking; (ii) the Fund is insured by or on behalf of the Indemnified Party against losses arising by reason of the Indemnified Party’s failure to fulfill his, her or its undertaking, or (iii) a quorum of the Independent Trustees (excluding any Trustee who is or has failed been a party to assume any other action, suit, investigation or other proceeding involving claims similar to those involved in the defense action, suit, investigation or proceeding giving rise to a claim for advancement of expenses under this Agreement), or independent legal counsel, in a written opinion, determines, based on a review of facts readily available to the Fund at the time the advance is proposed to be made, that there is reason to believe that the Indemnified Party will ultimately be found to be entitled to indemnification. (c) As to the disposition of any action, suit, investigation or other proceeding (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication or a decision on the merits by a court, or by any other body before which the proceeding has been brought, that an Indemnified Party is liable to the Fund or its Stockholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Indemnified Party’s office, indemnification shall be provided in accordance with Section 6(a) of this Agreement if: (i) approved as in the best interests of the Fund by a majority of the Independent Trustees (excluding any Trustee who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for indemnification under this Agreement) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the Indemnified Party acted in good faith and employ counsel in the reasonable belief that the actions were in the best interests of the Fund and that the Indemnified Party is not liable to the Fund or its Stockholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Indemnified Party’s office or (ii) the named parties Board of Trustees secures a written opinion of independent legal counsel based upon a review of readily available facts (as opposed to any such action (including any impleaded partiesa full trial-type inquiry) include such to the effect that indemnification would not protect the Indemnified Party and against any liability to the Company, and such Fund or its Stockholders to which the Indemnified Party shall have been advised by counsel that there may would otherwise 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 subject by reason of settlement of any action effected with the consent willful misfeasance, bad faith, gross negligence, or reckless disregard of the Company. In addition, duties involved in the Company will not, without conduct of 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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’s office. (d) The indemnificationAny indemnification or advancement of expenses made in accordance with this Section 6 shall not prevent the recovery from any Indemnified Party of any amount if the Indemnified Party subsequently is determined in a final judicial decision on the merits in any action, contribution suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification or advancement of expenses to be liable to the Fund or its Stockholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Indemnified Party’s office. In any suit brought by an Indemnified Party to enforce a right to indemnification under this Section 6 it shall be a defense that, and expense reimbursement obligations set forth in any suit in the name of the Fund to recover any indemnification or advancement of expenses made in accordance with this Section 6 the Fund shall be entitled to recover the expenses upon a final adjudication from which no further right of appeal may be taken that, the Indemnified Party has not met the applicable standard of conduct described in this Section 13.3 (i) 6. In any suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made in accordance with this Section 6, the burden of proving that the Indemnified Party is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 6 shall be in addition to on the Fund (or on any liability the Company may have to any Indemnified Party at common law Stockholder acting derivatively 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 otherwise on behalf of Purchaser the Fund or its Stockholders). (e) An Indemnified Party may not satisfy any right of indemnification or advancement of expenses granted in this Section 6 or to which he, she or it may otherwise be entitled except out of the assets of the Fund, and no Stockholder shall be personally liable with respect to any such claim for indemnification or advancement of expenses. (f) The rights of indemnification provided in this Section 6 shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. Nothing contained in this Section 6 shall affect the power of the Fund to purchase and maintain liability insurance on behalf of the Administrator or any other Indemnified Party.

Indemnification. (a) The Company agrees to indemnify Company, as applicable, will indemnify, defend, exonerate and hold harmless Purchaser, its Affiliates, and 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 partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), Consultant Related Parties from and against any and all lossesactions, causes of action, suits, claims, liabilities, losses, damages, liabilities costs and 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 incurreda 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 any members of the StandardAero Group from time to time pursuant to this Agreement or (iii) the exercise, enforcement or preservation of any rights or remedies under this Agreement (collectively, the “Indemnified Liabilities”); provided that the foregoing indemnification rights will not be available to the extent that a court of competent jurisdiction 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 misconduct; and provided, further, that if and to the extent that the foregoing right to indemnification may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. (b) The Company, as applicable, will reimburse any Consultant Related Party for all reasonable costs of and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing preparing, pursuing, defending or defending assisting in the defense of any such claim action, claim, suit, investigation or actionproceeding for which the Consultant Related Party would be entitled to indemnification under the terms of Section 7(a), or any action or proceeding arising therefrom, whether or not such Indemnified Consultant Related Party is a party 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 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 agree that it will not, without the prior written consent of Purchaserthe Consultant, settle or settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, suit action or proceeding in respect relating to which indemnification or contribution may be sought hereunder the matters contemplated hereby (whether or not if any Indemnified Consultant Related Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise, compromise or consent or termination includes an express unconditional release of Purchaser and the other Indemnified Parties, satisfactory in form and substance to Purchaser, Consultant Related Party from all liability liability, without future obligation or prohibition on the part of such Consultant Related Party, arising or that may arise out of such action, claim, suit action or proceeding, and does not contain an admission of guilt or liability on the part of the Consultant Related Party. (c) If for The rights of any reason the foregoing indemnity is unavailable (otherwise than pursuant Consultant Related Party 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 indemnification hereunder will be in addition to any liability 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 may have shall be the indemnitors of first resort with respect to any Indemnified Party at common law or otherwise; Liability, (ii) the Company shall survive the termination 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 and the other Transaction Agreements and the payment in full of the Convertible Debentures and Agreement) or otherwise, (iii) shall remain operative and in full force and effect regardless any obligation of any investigation made by 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 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 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 Purchaser 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 Company 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, for all amounts so paid which would otherwise be payable by the Company or their respective insurer or insurers under this Agreement. In no event will payment of an 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 hereunder or shift primary liability for any Indemnified Liability to any other person or entity with whom or which such Consultant Related Party may be associated (including, without limitation, any other Consultant Related Party).

Indemnification. The Seller shall indemnify the Purchaser and its successors, transferees, and assigns (aincluding each Secured Party) The Company agrees to indemnify (each of the foregoing Persons being individually called an “Indemnified Party”) against, and hold each Indemnified Party harmless Purchaserfrom, its Affiliates, and 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 partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all costs, losses, claims, damages, liabilities and related expenses (includingincluding the reasonable and documented out-of- pocket fees, without limitation charges and as incurred, reasonable costs disbursements of investigating, preparing any outside counsel for any Indemnitee) (all of the foregoing being collectively called “Indemnified Amounts”) incurred by any Indemnified Party or defending awarded against any such claim or action, whether or not Indemnified Party by any Person (including the Seller) other than such Indemnified Party is arising out of any material breach by the Seller of any of its obligations hereunder or arising as a party thereto, result of the 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 the Company such indemnity shall not be obligated to advance such costs not, as to any Indemnified Party other than Purchaser unless it has received from Indemnitee, be available to the extent that such Indemnified Party an undertaking to repay to the Company the costs so advanced if it should be Amounts (w) are determined by final judgment of a court of competent jurisdiction that by final and nonappealable judgment to have resulted from the gross negligence, fraud, bad faith or willful misconduct of such Indemnified Party was not entitled to indemnification or its reckless disregard of its duties hereunder with respect to such costsor any Transaction Document, (x) which may be incurred result from a claim brought by the Seller against an Indemnified Party for breach in bad faith of such Indemnified Party Party’s obligations hereunder or under any other Transaction Document, if the Seller has obtained a final and nonappealable judgment in connection with its favor on such claim as determined by a court of competent jurisdiction, (y) include any investigativepunitive, administrative indirect, consequential, special damages, lost profits or judicial proceeding brought other similar damages or threatened that relates (z) constitute Collateral Obligations which are uncollectible due to or arises out of, the financial inability to pay of any obligor on a Transferred Asset. If the Seller has made any payment pursuant to this Section 2.2 and the recipient thereof later collects any payments from others (including insurance companies) in respect of such amounts or is found in connection with any activities contemplated a final and nonappealable judgment 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 not 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 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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) then the recipient agrees that it shall be in addition promptly repay 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 Purchaser or any other Indemnified PartySeller such amounts collected.

Indemnification. Except as otherwise provided in this Section 11, Seller (athe “Indemnifying Party”) The Company agrees to indemnify indemnify, defend and hold harmless Purchasereach of Buyer, its AffiliatesCompany and their Affiliates and their respective officers, and each Persondirectors, 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 partnersmanagers, agents, employees, officers subsidiaries, partners, members and Directors of Purchasercontrolling Persons (each, their Affiliates and any such Controlling Person (each an "“Indemnified Party"”) and collectively, to the "Indemnified Parties"), fullest extent permitted by law from and against any and all losses, actions, suits, proceedings, claims, damagescomplaints, liabilities and expenses disputes, arbitrations or investigations or written threats thereof (collectively, “Claims”) (including, without limitation limitation, any Claim by a third party), damages, expenses (including reasonable fees, disbursements and other charges of counsel incurred by the 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 incurredset forth above, Seller shall, upon presentation of appropriate invoices containing reasonable costs detail, reimburse each Indemnified Party for all such Losses (including reasonable fees, disbursements and other charges of investigating, preparing counsel incurred by the Indemnified Party in any action between Seller and the Indemnified Party or defending between the Indemnified Party and any such claim or action, whether or not third party) as they are incurred by such Indemnified Party is 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 party theretoClaim by the Buyer against them, provided that the Company shall they will 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 responsible for paying the submitted invoice until either they agree as to the Company validity and amount of the costs so advanced if it should be determined Claim or the validity and amount of the Claim have been adjudicated by final judgment of an arbitration as provided in Section 13.6 or by 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 the Company, at its option, may, assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party and payment after exhaustion of all reasonable fees and expensesappeals. 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 B▇▇▇▇ likewise agrees to indemnify indemnify, defend and hold harmless each of Seller and its Affiliates and their respective officers, directors, managers, agents, employees, subsidiaries, partners, members and controlling Persons (each, a “Seller Indemnified Party Party”) to the fullest extent permitted by law from and against any loss or liability and all Claims (including, without limitation, any Claim by reason a third party), damages, expenses (including reasonable fees, disbursements and other charges of settlement of counsel incurred by the Seller Indemnified Party in 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any between Buyer and a Seller Indemnified Party is or between a Seller Indemnified Party and any third party theretoor otherwise) unless such settlement, compromise, consent or termination includes an express unconditional release of Purchaser and the other Indemnified Parties, satisfactory in form and substance to Purchaser, liabilities resulting from all liability or arising out of such actionany breach of any representation or warranty, claimcovenant or agreement by Buyer in this Agreement, suit or proceeding. (c) If for any reason relating to operation of the foregoing indemnity is unavailable (otherwise than pursuant to Business after the express terms of such indemnity) to an Closing Date. An Indemnified Party or insufficient to hold an Seller Indemnified Party harmless, then in lieu of indemnifying such Indemnified Party, the Company shall contribute may each be referred to the amount paid or payable by such Indemnified Party herein 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 Purchaser or any other an Indemnified Party.

Indemnification. (a) The Company NRG Energy hereby agrees to indemnify and hold harmless Purchasereach Agent, its Affiliates, each Lender and each Personof their Affiliates and their officers, if anydirectors, 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 partnersemployees, agents, employeesadvisors (including, officers without limitation, the Advisors) and Directors of Purchaser, their Affiliates and any such Controlling Person other representatives (each an "Indemnified PartyINDEMNIFIED PARTY") and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, losses, liabilities and expenses (including, without limitation and as incurredlimitation, reasonable costs fees and expenses of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party thereto, provided counsel) 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 or asserted or awarded against any Indemnified Party Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigativeinvestigation, administrative litigation or judicial proceeding brought or threatened that relates to or arises out of, or is preparation of a defense in connection with any activities contemplated therewith) (a) this Second Collateral Call Extension Letter or the Xcel Letter or (b) the Proposed Restructuring, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment 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 have resulted directly and primarily from such Indemnified Party's gross negligencenegligence or willful misconduct. In the case of an investigation, willful misconduct litigation or bad faith. (b) If any action proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought against by any NRG Party, any shareholder of any NRG Party, or any creditor of any NRG Party or an Indemnified Party with respect to which indemnity may be sought against the Company under this Agreement, such or an Indemnified Party shall promptly notify is otherwise a party thereto and whether or not the Company in writing and 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 expensesProposed Restructuring is consummated. 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 NRG Energy further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it or any of its Subsidiaries or Affiliates or to its or their respective security holders or creditors arising out of, related to or in connection with this Second Collateral Call Extension Letter, the right Xcel Letter or the Proposed Restructuring, except for direct, as opposed to employ separate counsel consequential, damages determined in such action a final nonappealable judgment by a court of competent jurisdiction to have resulted directly and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of primarily from such Indemnified Party, unless (i) the Company has failed to assume the defense and employ counsel 's gross negligence 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 proceedingwillful misconduct. (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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company agrees to indemnify indemnify, defend and hold harmless Purchaser, its Affiliates, and 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"), Purchaser and the Purchaser’s Affiliates and their respective partnersofficers, managers, directors, agents, employees, officers subsidiaries, partners, members and Directors of Purchasercontrolling persons (each, their Affiliates and any such Controlling Person (each an "“Indemnified Party"”) and collectively, to the "Indemnified Parties"), fullest extent permitted by law from and against any and all losses, claims, damages, liabilities and expenses Claims (including, without limitation limitation, any Claim by a third party), damages, expenses (including reasonable fees, disbursements and as incurred, reasonable costs other charges of investigating, preparing counsel incurred by the Indemnified Party in any action between the Company and the Indemnified Party or defending between the Indemnified Party and any such claim or action, whether or not third party (other than a third party who is an Affiliate of such Indemnified Party is a party theretoParty) or otherwise in the manner described in Section 8.2 below) or other liabilities (collectively, provided that “Losses”) resulting from or arising out of any breach of any representation or warranty, covenant or agreement by the Company shall not be obligated in this Agreement (subject to advance the expiration of the survival of such costs representations and warranties, as provided in Section 10.1). In connection with the obligation of the Company to any indemnify for expenses as set forth above, the Company shall, upon presentation of appropriate invoices containing reasonable detail, 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 Purchaser unless it has received from a third party who is an Affiliate of 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 costsParty) which may be as they are 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 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, extent so provided 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, Section 8.2 below; 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any if an Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 reimbursed under this Article VIII for any reason the foregoing indemnity is unavailable (otherwise than pursuant expenses, such reimbursement of expenses shall be refunded to the express terms of such indemnity) to an extent it is finally judicially determined that the 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 misrepresentationindemnification hereunder. (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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company agrees to will indemnify and hold harmless PurchaserBMP, its Affiliates, affiliates and each Person, if any, who controls Purchaser, or any of its Affiliates, within the meaning of the Securities Act or the Exchange Act their respective partners (each, a "Controlling Person"both general and limited), members (both managing and the respective partners, agents, employees, officers otherwise) and Directors of Purchaser, their Affiliates and any such Controlling Person Representatives (each such person being an "“Indemnified Party"”) and collectively, the "Indemnified Parties"), from and against any and all actions, suits, investigations, losses, claims, damagesdamages and liabilities, liabilities including in connection with seeking indemnification, whether joint or several (the “Liabilities”), related to, 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, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The Company will reimburse any Indemnified Party for all reasonable costs and expenses (including, without limitation including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as incurred, reasonable costs of they are incurred in connection with investigating, preparing preparing, pursuing, defending or defending assisting in the defense of any such claim action, claim, suit, investigation or actionproceeding 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, 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 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 that it will not, without the prior written consent of Purchaserthe Indemnified Party, settle or settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, suit action or proceeding in respect relating to which indemnification or contribution may be sought hereunder the matters contemplated hereby (whether or not if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise, compromise or consent or termination includes an express unconditional release of Purchaser and the other Indemnified Parties, satisfactory in form and substance to Purchaser, Party from all liability liability, without future obligation or prohibition on the part of the Indemnified Party, arising or that may arise out of such actionclaim, action or proceeding, and does not contain an admission of guilt or 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, suit damage, liability, cost or proceeding. (c) If for any reason the foregoing indemnity is unavailable (otherwise than pursuant to the express terms expense of such indemnity) to an Indemnified Party that is 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 insufficient to hold willful misconduct of such Indemnified Party. The attorneys’ fees and other expenses of an Indemnified Party harmlessshall be paid by the Company as they are incurred upon receipt, then in lieu each case, of indemnifying an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted solely from the gross negligence or willful misconduct of such Indemnified Party, the Company shall contribute to the amount paid or payable by such . The rights of an 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 indemnification hereunder will be in addition to any liability the Company other rights and remedies any such person may have under any other agreement or instrument to any which each Indemnified Party at common is or becomes a party or is or otherwise becomes a beneficiary or under any 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 Purchaser or any other Indemnified Partyregulation.

Indemnification. (a) The Company ‌ Tenant agrees to protect, defend, reimburse, indemnify and hold the County Parties free and harmless Purchaser, its Affiliates, and 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 partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), at all times from and 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, liabilities and expenses (or in which County is named or joined, arising out of this Lease or use or occupancy of the Premises by any Tenant Party, including, without limitation but not limited to those arising by reason of any damage to property or the environment, or bodily injury (including death) incurred or sustained by any party hereto, or of any party acquiring any interest hereunder, and as incurredany third or other party whomsoever, reasonable costs or any governmental agency, arising out of investigating, preparing or defending any such claim incident to or action, whether or not such Indemnified Party is a party 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 investigativea Tenant Party’s acts, administrative omissions or judicial proceeding brought or threatened that relates to or arises out ofoperations hereunder, or is in connection with any activities contemplated by any Transaction Agreement the performance, non-performance or purported performance of a Tenant Party 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 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 breach of the Company, the Company shall not have the right to assume the defense terms of such action or proceeding on behalf of such Indemnified Party, this Lease; provided, however, Tenant shall not be responsible to a County Party for Damages that are solely attributable to the Company shall notnegligence or willful misconduct of such County Party. Tenant further agrees to hold harmless and indemnify the County Parties for any fines, citations, court judgments, insurance claims, restoration costs or other liability resulting from or in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction way 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 due 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 a Tenant Party’s activities or operations or use 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (Premises whether or not Tenant was negligent or even knowledgeable of any Indemnified Party is events precipitating a party thereto) unless such settlement, compromise, consent claim or termination includes an express unconditional release of Purchaser and the other Indemnified Parties, satisfactory in form and substance to Purchaser, from all liability judgment 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 claimsany situation involving the activities. This indemnification shall be extended to include all deliverers, liabilitiessuppliers, losses, damagesfurnishers of material, or expenses anyone acting for, on behalf of or at the request of Tenant. Tenant recognizes the broad nature of this indemnification and hold-harmless provision, and acknowledges that County would not enter into this Lease without the inclusion of such clause, and voluntarily makes this covenant and expressly acknowledges the receipt of Ten Dollars (i$10.00) in and such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand other good and by Purchaser on the other from the transactions contemplated by this Agreement or (ii) if the allocation valuable consideration provided by clause (i) is not permitted under applicable law, County in such proportion as is appropriate to reflect not only support of this indemnification in accordance with the relative benefits received by the Company on the one hand and Purchaser on the other, but also the relative fault laws of the Company and Purchaser as well as any other relevant equitable considerationsState of Florida. Notwithstanding the provisions of The obligations arising under 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) Article shall survive the expiration or 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 Purchaser or any other Indemnified PartyLease.

Indemnification. (a) The Company agrees shall indemnify the Member, Manager or any officer of the Company (as such, an “Indemnified Party”) who was or is a party to indemnify and hold harmless Purchaserany threatened, its Affiliatespending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and each Personwhether formal or informal (a “Proceeding”), if any, who controls Purchaser, or any of its Affiliates, within the meaning including a Proceeding brought on behalf of the Securities Act or the Exchange Act (eachMember, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not because such Indemnified Party is or was a party theretoMember, provided that Manager or officer of the Company, or is or was serving at the request of the Company shall not be obligated to advance such costs to as a manager, director, trustee, partner or officer of another entity, against 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 costsliability and reasonable expenses (including reasonable attorneys’ fees) 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 Proceeding unless such Indemnified Party's gross negligence, Party has engaged in willful misconduct or bad faitha knowing violation of the criminal law or has knowingly exceeded the authority granted by or pursuant to this Agreement, or unless such Proceeding is to enforce contractual obligations of a Member under this Agreement or otherwise. No amendment of this Section shall have any effect on the rights provided herein with respect to any act or omission occurring prior to such amendment. (b) If The Company shall make advances or reimbursements for reasonable expenses (including attorneys’ fees) incurred by any action shall be brought against an Indemnified Party with respect to which indemnity may be sought against the Company claiming indemnification under this AgreementSection, unless it has been determined that such Indemnified Party is not entitled to indemnification because of a failure to meet the standards set forth in this Section. Such advances or reimbursements shall promptly notify be conditioned upon receipt from the Company in writing and Indemnified Party claiming indemnification of a written undertaking to repay the Company, at its option, may, assume the defense thereof, including the employment amount of counsel reasonably satisfactory to such advances or reimbursements if it is ultimately determined that such Indemnified Party and payment of all reasonable fees and expenses. The failure is not entitled 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 proceedingindemnification. (c) If for any reason the foregoing indemnity The determination that indemnification under this Section is unavailable (otherwise than pursuant to the express terms of such indemnity) to an Indemnified Party or insufficient to hold an Indemnified Party harmlesspermissible, 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 reasonableness of expenses and Purchaser as well as any other relevant equitable considerations. Notwithstanding the provisions of this Section 13.3attorney’s fees, 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 the Member. These determinations may be made before or alleged untrue statement of material fact or the omission or alleged omission to state after 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 misrepresentationclaim for indemnification is made. (d) The indemnification, contribution and expense reimbursement obligations set forth in No Indemnified Party shall be entitled to indemnification pursuant to this Section 13.3 to the extent such Indemnified Party is entitled to indemnification by or from another person or entity, including an insurer. (ie) shall be in addition to any liability the The Company may have purchase and maintain insurance to indemnify it against the whole or 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 portion of the Convertible Debentures and (iii) shall remain operative and liability assumed by it in full force and effect regardless of any investigation made by or on behalf of Purchaser or any other Indemnified Partyaccordance with this Section.

Indemnification. (a) The Company Borrower agrees to indemnify and hold harmless Purchaser, its Affiliates, and each Person, if any, who controls Purchaser, or any of its Affiliates, within defend (with counsel satisfactory to the meaning of the Securities Act or the Exchange Act (each, a "Controlling Person"Bank), and the respective partnersindemnify, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party 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 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 additionand all liabilities, 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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, liabilitiesobligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or expenses nature (iincluding the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including securities laws, Environmental Laws, commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in such proportion as is appropriate any manner relating to reflect the relative benefits received by the Company on the one hand and by Purchaser on the other from the transactions contemplated by or arising out of this Agreement or (ii) if any of the allocation provided Loan Documents, or any act, event or transaction related or attendant thereto, the use or intended use of the proceeds of the Loans, the enforcement of the Bank’s rights and remedies under this Agreement, the Loan Documents, any Note, any other instruments and documents delivered hereunder; provided, however, that the Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters determined by clause (i) is not a court of competent jurisdiction by final and nonappealable judgment to have been caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted under by applicable law. Any liability, in such proportion as is appropriate obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to reflect not only each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the relative benefits received Default Rate from the date incurred by each Indemnified Party until paid by the Company on Borrower, shall be added to the one hand and Purchaser on the other, but also the relative fault Obligations of the Company Borrower and Purchaser as well as any other relevant equitable considerationsbe secured by the Collateral. Notwithstanding the The provisions of this Section 13.3, shall survive the aggregate contribution satisfaction and payment 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 Obligations 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 Purchaser or any other Indemnified PartyAgreement.

Indemnification. (a) The Company agrees Lenders severally agree to indemnify upon demand the Administrative Agent, the Collateral Agent, and each Related Party of any of the foregoing (to 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 Purchaser, its Affiliates, and 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 partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), Indemnitee from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or actionIndemnified Liabilities in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of any Related Party; provided, however that no Lender shall be liable for the payment to any Related Party for any portion of such Indemnified Party is a party 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 Liabilities to the Company the costs so advanced if it should be extent determined in a final, nonappealable judgment 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 have resulted 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 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 Related Party’s own gross negligence or willful misconduct; 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, providedprovided further, however, that no action taken in accordance with the Company directions of the Required Lenders shall notbe deemed to constitute gross negligence or willful misconduct for purposes of this section. Without limitation of the foregoing, each Lender agrees to reimburse the Agents promptly upon demand for its ratable share of any out-of-pocket expenses (including all fees, expenses and disbursements of any law firm or other external counsel and, without duplication, the allocated cost of internal legal services and all expenses and disbursements of internal counsel) incurred by any Agent in connection with any one such action the preparation, execution, delivery, administration, modification, amendment, or proceeding enforcement (whether through negotiations, legal proceedings, or separate but substantially similar otherwise) of, 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, suit or proceeding legal advice in respect to which indemnification of rights or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlementresponsibilities under, compromise, consent or 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 any other Loan Document, to the allocation provided by clause (i) extent that such Agent is not permitted under applicable law, in reimbursed for 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 considerationsBorrower. 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 undertaking 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 the Commitments, the payment of all other Obligations 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 resignation of any investigation made by or on behalf of Purchaser or any other Indemnified PartyAgent.

Indemnification. (a) The Company agrees to indemnify indemnify, defend and hold harmless Purchaser, its Affiliates, and 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 partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), Parties from and against any and all losses, claims, damages, liabilities losses, liabilities, actions, suits, proceedings and expenses (including, without limitation limitation, fees and disbursements of counsel), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of this Agreement (including as incurreda result of any breach or inaccuracy of any representation, reasonable costs warranty or covenant of investigatingthe Company herein), preparing the other Transaction Documents, or defending the transactions contemplated hereby or thereby, any such claim use made or actionproposed to be made by the Company with the proceeds of the Common Stock Equity Offering, or any claim, litigation, investigation, inquiry or proceeding relating to any of the foregoing, regardless of whether or not such any Indemnified Party is a party thereto, provided that and the Company shall not 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 obligated limited to advance such costs 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 Indemnified Party other than Purchaser unless it has received of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent 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 an undertaking to repay shall have any liability (whether direct or indirect, in contract, tort or otherwise) 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 Company, for or in connection with any investigativethe transactions contemplated hereby, administrative or judicial proceeding brought or threatened that relates except to or arises out ofthe extent such liability is found in a final, 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 non-appealable order of a court of competent jurisdiction to result have resulted from such Indemnified Party's gross negligence, willful misconduct or ’s bad faith. (b) If , actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any action shall be brought against an Indemnified Party with respect to which indemnity may be sought against liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company under agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, 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 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 promptly notify the Company in writing and 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 damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or representatives through electronic, telecommunications or other information transmission systems that is intercepted by such action effected 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 (which shall such consent not to be unreasonably withheld) and withheld or delayed). Notwithstanding 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 additionforegoing, 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or insufficient to hold an expense incurred by or asserted or awarded against such Indemnified Party harmless, then in lieu for (x) any violation of indemnifying Law by such Indemnified Party, the Company shall contribute or (y) to the amount paid extent that a claim, damage, loss, liability or payable by such Indemnified Party as a result expense is attributable to the Purchaser’s breach of such claimsany of the representations, liabilitieswarranties, losses, damages, covenants or expenses (i) in such proportion as is appropriate to reflect the relative benefits received agreements made by the Company on the one hand and by Purchaser on the other from the transactions contemplated by in 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 Purchaser or any other Indemnified PartyDocuments.

Indemnification. (a1) The Company Phage agrees to indemnify and hold harmless Purchaserthe Purchaser(s), its Affiliates, and each Person, if any, who controls PurchaserPurchaser(s), or any of its Affiliates, within the meaning of the Securities Act or the Exchange Act (each, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaserthe Purchasers, their Affiliates and any such Controlling Person (each an a "Purchaser Indemnified Party") and collectively, the "Purchaser Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such the Purchasers Indemnified Party is a party thereto, provided that the Company shall Phage will not be obligated to advance such costs to any the Purchasers Indemnified Party other than Purchaser the Purchasers unless it has received from such the Purchasers Indemnified Party an undertaking to repay to the Company Phage the costs so advanced if it should be determined by final judgment of a 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 result from such the Purchasers Indemnified Party's gross negligence, willful misconduct or bad faith. 2) The Purchasers agrees to indemnify and hold harmless Phage, its Affiliates, and each Person, if any, who controls Phage, or any of its Affiliates, within the meaning of the Securities Act or the Exchange Act (each, a "Controlling Person"), and the respective employees, officers and Directors of Phage (each a "Company Indemnified 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 costs of investigating, preparing or defending any such claim or action, whether or not such Company Indemnified Party is a party thereto, provided that the Purchasers will not be obligated to advance such costs to any Company Indemnified Party other than Phage unless it has received from such Company Indemnified Party an undertaking to repay to the Purchaser the costs so advanced if it should be determined by final judgment of a court of competent jurisdiction that such Company Indemnified Party was not entitled to 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 Company Purchasers 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 Company 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 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company agrees to 11.1 Retailer, at its own cost and expense, shall defend, indemnify and hold harmless Purchaser, its Affiliates, GSI and each Person, if any, who controls Purchaser, or any of its Affiliatesofficers, within the meaning of the Securities Act directors, employees or the Exchange Act (each, a "Controlling Person"), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), agents from and against any and all lossesdamages, claims, damagesexpenses, liabilities and expenses other costs (including, without limitation including reasonable attorneys fees and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party 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 investigativearising as a consequence of GSI providing services pursuant to this Agreement a) from or related to a claim that GSI infringes a third party copyright, administrative trademark or judicial proceeding brought or threatened that relates trade secret relating to or arises out of, or is in connection with any activities contemplated by any Transaction Agreement Retailer's tradename or any other services rendered in connection herewithname set forth on Schedule 1 to this Agreement; 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 b) from such Indemnified PartyRetailer's gross negligence, willful misconduct wilful or bad faithintentional misconduct. 11.2 GSI, at its own cost and expense, shall defend, indemnify and hold harmless Retailer and any of its officers, directors, employees or agents from and against all damages, expenses, liabilities and other costs (bincluding reasonable attorneys fees and court costs) If arising a) from a claim made by any action shall be brought against an Indemnified Party with respect consumer that is related in any way to which indemnity may be sought against the Company under Retailer's Web Site or GSI's services to Retailer provided pursuant to this Agreement, such Indemnified Party shall promptly notify the Company in writing and 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 but excluding a claim for which GSI would 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 indemnityParagraph 11.1 above, or b) to an Indemnified Party from GSI's gross negligence, wilful 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 intentional misconduct and arising as a result consequence 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 GSI providing services pursuant to this Agreement. It is hereby further agreed that the relative benefits . 11.3 Retailer shall have sole control of any defense of any claim made pursuant to the Company on the one hand and Purchaser on Section 11.1 above, but GSI shall cooperate with Retailer in providing such defense. 11.4 GSI shall have sole control of any defense of any claim 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 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 party as soon as possible after such statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) party seeking indemnification becomes aware of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentationclaim. (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 Purchaser or any other Indemnified Party.

Indemnification. (a) The This Agreement will confirm that the Company agrees to indemnify and hold harmless PurchaserCTA and its affiliates, the respective members, directors, officers and employees of CTA and its Affiliatesaffiliates (as defined in the Securities Exchange Act of 1934, as amended) and each Personperson, if any, who controls Purchaser, controlling CTA or any of its Affiliates, within the meaning of the Securities Act or the Exchange Act affiliates (each, a CTA and each such person and entity being referred to as an "Controlling Indemnified Person"), and to the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties"), fullest extent legally permissible from and against any and all losses, claims, damagesdamages or liabilities or actions related to or arising out of this engagement or the role of CTA in connection herewith, liabilities and will pay (or, if paid by an Indemnified Person, reimburse such Indemnified Person) for all fees and expenses (including, without limitation and as incurredlimitation, reasonable costs of attorneys' fees) incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim action or actionclaim, whether or not such Indemnified Party is a party 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 pending or threatened that relates to or arises out of, or litigation in which any Indemnified Person is in connection with any activities contemplated by any Transaction Agreement or any other services rendered in connection herewith; provided that the a party. The Company will not not, however, be responsible for any claims, liabilities, losses, damages or expenses that are determined by final judgment of a court of competent jurisdiction to which result from such Indemnified Party's gross negligenceany compromise or settlement not approved by the Company or which result primarily from the fraud, willful misconduct or bad faith. (b) 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 engagement, 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, any right to contribution. If any action shall be or proceeding is brought against an any Indemnified Party with Person in respect to of which indemnity may be sought against the Company under this Agreementpursuant 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 Party Person shall promptly notify the Company in writing and of the commencement of such action or proceeding, or of the existence of such claim. In case any such action or proceeding 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 optionexpense (in which case, 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 thereafter be responsible for the fees and expenses of any obligations the Company may have to separate counsel retained by such Indemnified Party under this Agreement 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 otherwise unless the Company is materially adversely affected by proceeding, such failure. Such Indemnified Party Person shall have the right to employ separate counsel in such action and to participate in the defense thereofof such action or proceeding, but and the fees Company shall bear the reasonable fees, costs and expenses of such separate counsel (and shall be pay such fees, costs and expenses, at the expense of such Indemnified Partyleast quarterly), unless if (i) the use of counsel chosen by the Company has failed to assume represent such Indemnified Person would, in the defense and employ written opinion of counsel or to the Indemnified Person, present such counsel with a conflict of interest, (ii) the named parties to defendants in, or targets of, any such action (including any impleaded partiesor proceeding include both Indemnified Person(s) include such Indemnified Party and the Company, and such Indemnified Party Person(s) shall have been advised by counsel reasonably concluded that there may be one or more legal defenses available to it or to other Indemnified Persons which are different from or additional to those available to the Company, 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 direct the defense of such action or proceeding on behalf of the Indemnified 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 Party, Person to employ separate counsel at the Company expense; provided, however, that all such Indemnified Persons shall be limited to, and 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 Company's obligation hereunder for the to bear 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 satisfied by, the employment of one counsel for any settlement of any such action effected without for all Indemnified Persons. In order to provide for just and equitable contribution, if a claim of indemnification hereunder is found unenforceable in a final judgment by a court of competent jurisdiction (not subject to further appeal), even though the written consent of express provisions hereof provide for indemnification in such case, then 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 CTA shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, liabilities, losses, damages, judgments, liability or expenses (i) costs to which the Indemnified Person may be subject in such proportion as is appropriate to reflect accordance with the relative benefits received by the Company on the one hand by, 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 of, each in connection with the Company and Purchaser as well as any other relevant equitable considerationsstatements, acts or omissions which resulted in such losses, claims, damages, judgments, liabilities or costs. 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 The parties agree that the relative benefits to the Company on the one hand and Purchaser on the other with respect to the transactions contemplated hereby shall a pro rata allocation would 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 omissionunfair. No Person guilty of person found liable for a fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) or omission shall be entitled to contribution from any Person person who was is not guilty of also found liable for such fraudulent misrepresentation. (d) The indemnificationmisrepresentation or omission. Notwithstanding the foregoing, contribution and expense reimbursement obligations set forth in CTA shall not be obligated to contribute to any amount hereunder that exceeds the amount of fees previously received by CTA for its services to the Company under this Section 13.3 Agreement. These indemnification provisions shall (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 (A) any investigation made termination of this Agreement other than for fraud, willful misconduct or gross negligence, or (B) completion of the engagement by CTA; (ii) inure to the benefit of any successors, assigns, heirs or on behalf personal representatives of Purchaser or any Indemnified Person; and (iii) be in addition to any other rights that any Indemnified PartyPerson may have.

Indemnification. Except as otherwise provided in this ARTICLE VII, the Company (athe "INDEMNIFYING Party") The Company agrees to indemnify indemnify, defend and hold harmless Purchaser, its Affiliates, and each Person, if any, who controls Purchaser, or any of its Affiliates, within the meaning of the Securities Act or the Exchange Act (eachInvestors and their Affiliates and their respective officers, a "Controlling Person"), and the respective partnersdirectors, agents, employees, officers subsidiaries, partners, members and Directors of Purchasercontrolling persons (each, their Affiliates and any such Controlling Person (each an "Indemnified PartyINDEMNIFIED PARTY") and collectively, to the "Indemnified Parties"), fullest extent permitted by law from and against any and all losses, claimsClaims, damages, liabilities and expenses or written threats thereof (including, without limitation limitation, any Claim by a third party), damages, expenses (including reasonable fees, disbursements and as incurred, reasonable costs other charges of investigating, preparing or defending any such claim or action, whether or not such counsel incurred by the Indemnified Party is a in any action between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party theretoor otherwise) or other liabilities (collectively, provided that "LOSSES") resulting from or arising out of any breach of any representation or warranty, covenant or agreement by the Company shall not be obligated to advance such costs in the Transaction Documents. The amount of any payment to any Indemnified Party other than Purchaser unless it has received from herewith in respect of any Loss shall be of sufficient amount to make such Indemnified Party an undertaking whole for any diminution in value of the Warrants, the Series F Preferred Stock, the Warrant Shares and/or Common Shares, as applicable, directly caused by such breach. In connection with the obligation of the Indemnifying Party to repay to indemnify for expenses as set forth above, the Company the costs so advanced if it should be determined by final judgment Indemnifying Party shall, upon presentation of a court of competent jurisdiction that such appropriate invoices containing reasonable detail, reimburse each Indemnified Party was not entitled to indemnification hereunder with respect to for all such costsexpenses (including reasonable fees, disbursements and other charges of counsel incurred by the Indemnified Party in any action between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party) which may be as they are incurred by such Indemnified Party; PROVIDED, HOWEVER, that if an Indemnified Party in connection with is reimbursed under this ARTICLE VII for any investigativeexpenses, administrative or judicial proceeding brought or threatened that relates such reimbursement of expenses shall be refunded to or arises out of, or the extent it is in connection with any activities contemplated by any Transaction Agreement or any other services rendered in connection herewith; provided finally judicially determined 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 Losses in question resulted primarily from such Indemnified Party's gross negligence, the 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 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 gross negligence 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 Purchaser or any other Indemnified Party.

Indemnification. (a) The Company Borrower hereby agrees to (i) protect and indemnify the Indemnified Parties from, and hold harmless Purchaser, its Affiliates, and 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 partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an "Indemnified Party") and collectively, the "Indemnified Parties")them harmless, from and against any and all damages, losses, claims, damagesactions, liabilities (or actions, investigations or other proceedings commenced or threatened in respect thereof) penalties, fines, costs and expenses including reasonable attorneys’ fees and expenses (includingcollectively and severally, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party 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“Losses”) which may be imposed upon, asserted against or incurred or paid by such any of them resulting from the claims of any third party relating to or arising out of (A) the Projects, (B) any of the Loan Documents or the Transactions, (C) any ERISA Events, (D) any Environmental Losses and (E) any act performed or permitted to be performed by any Indemnified Party in connection with under any investigativeof the Loan Documents, administrative or judicial proceeding brought or threatened that relates except for Losses 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 extent determined by final judgment of a court of competent jurisdiction to result from such Indemnified Party's be caused by the gross negligence, bad faith or willful misconduct or bad faith. (b) If any action shall be brought against of an Indemnified Party (but the effect of this exception only eliminates the liability of the Borrower 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 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 Companyis not a Lender, the Company shall Lender on whose behalf such Indemnified Party was acting) to the extent such Indemnified Party has been adjudged to have so acted and not have with respect to any other Indemnified Party), and (ii) reimburse each Indemnified Party on demand for any expenses (including the right to assume reasonable attorneys’ fees and disbursements) reasonably incurred in connection with the investigation of, preparation for or defense of any actual or threatened claim, action or proceeding arising therefrom (excluding any action or proceeding where such Indemnified Party is not a party to such action or proceeding on behalf out of which any such expenses arise unless such Indemnified Party, provided, however, that the Company shall not, Party is required to participate or respond in connection with any one such action or proceeding (e.g., by way of deposition, discovery requests, testimony, subpoena 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 Purchaserreason)). The Company Obligations shall not be liable for any settlement of any such action effected without the written consent considered to have been paid in full unless all obligations 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, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or 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 Borrower 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 14.04 shall not exceed the amount of interest and fees have been fully performed (except for contingent indemnification obligations for which no claim has actually received by Purchaser been made 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 This 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) 14.04 shall survive the termination of this Agreement and the other Transaction Agreements and the payment repayment in full of the Convertible Debentures and (iii) shall remain operative Obligations and, as to any Project, the release of that Project as collateral for the Loans in accordance with Section 2.09 of this Agreement, and in full force and effect regardless addition, shall survive the assignment, sale or other transfer of any investigation made by or on behalf of Purchaser the Administrative Agent’s or any other Indemnified PartyLender’s interest hereunder.