Common use of Limitations Clause in Contracts

Limitations. Notwithstanding the foregoing, no Letter of Credit will be issued, increased, or extended: (i) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lender.

Limitations. Notwithstanding anything herein to the foregoingcontrary, no Letter of Credit the Buyer will not be issuedrequired to honor a Demand Notice pursuant to Section 5(a) hereof, increased, or extended: if: (i) prior to the date of the Demand Notice, Buyer has effected two (2) registrations pursuant to Section 5(a); (ii) the registrable securities requested by ERT to be so registered do not have an anticipated gross aggregate offering price in excess of $500,000; (iii) such request is received by the Buyer (A) if such issuanceless than one hundred twenty (120) days following the effective date of any previous registration statement filed in connection with a request under Section 5(a), increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause less than ninety (90) days following the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration effective date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (vprevious registration statement filed in connection with a request under Section 5(c) unless such Letter below, regardless of Credit is in form and substance acceptable to such Issuing Lender in whether ERT exercised its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of rights under this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender registration; (iv) within ten (10) business days of receipt of a Demand Notice from ERT, the Buyer gives notice to ERT of Buyer’s intention to file a registration statement within sixty (60) days; (v) Buyer shall furnish to ERT a certificate signed by the Buyer’s chief executive officer stating that in the good faith judgment of the Board of Directors of Buyer, it would not be in Buyer’s and its shareholders’ best interest for such registration statement to be effected at such time, in which event Buyer shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the Demand Notice, provided that such right to delay such a request shall be exercised by Buyer not more than once in any twelve (12) month period; and provided further that Buyer shall not register any securities for its own account or Potential Defaulting Lenderthat of any other stockholder during such one hundred twenty (120) day period, other than pursuant to Section 5(a) hereof, on Forms ▇-▇, ▇-▇ or comparable registration statements, Form S-3 relating solely to dividends or interest reinvestment plans, and registrations that do not permit resales; (vi) Buyer furnishes to ERT a certificate signed by Buyer’s chief executive officer stating that in the good faith judgment of Buyer’s Board of Directors it would be materially detrimental to Buyer and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (A) require premature disclosure of material information that Buyer has a bona fide business purpose for preserving as confidential, (B) render Buyer unable to comply with requirements under the Securities Act or Securities Exchange Act of 1934 (the “Exchange Act”), or (C) impede, delay or interfere with any financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving Buyer or any of its subsidiaries, in which event Buyer shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred twenty (120) days after the receipt of the Demand Notice by Buyer; provided, however, that Buyer may not invoke this right more than once in any twelve (12) month period; and provided further that Buyer shall not register any securities for its own account or that of any other stockholder during such one hundred twenty (120) day period other than pursuant to Section 5(a) hereof, on Forms ▇-▇, ▇-▇ or comparable registration statements, Form S-3 relating solely to dividends or interest reinvestment plans, and registrations that do not permit resales.

Limitations. Notwithstanding Subject to Section 6.6, the foregoing, no Letter following limitations will apply with respect to the indemnification obligations of Credit will be issued, increased, or extendedBuyer: (i) (ABuyer shall not be liable to the Seller Indemnitees under Section 6.3(a)(i) if such issuance, increase, or extension would cause until the Letter aggregate amount of Credit Exposure to exceed Damages incurred by the Aggregate Letter of Credit Sublimit or (BSeller Indemnitee(s) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters all claims of Credit issued Seller Indemnitees made under Section 6.3(a)(i) exceeds the Threshold Amount; provided that once the aggregate amount of such Damages exceeds the Threshold Amount, then the Seller Indemnitees shall have the right to recover all Damages without regard to the Threshold Amount. No claim for indemnification by any Issuing Lender to exceed a Seller Indemnitee under Section 6.3(a)(i) shall be asserted where the Letter of Credit Sublimit applicable amount that would otherwise be payable by the Buyer hereunder relating to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion);claim or series of related claims is less than $50,000. (ii) if such issuanceAny amounts payable to the Seller Indemnitees in satisfaction of claims for indemnification pursuant to Section 6.3(a)(i) shall be made by Buyer; provided, increase, or extension would cause that the Revolving Outstanding Amount aggregate amount of all payments made by Buyer in satisfaction of claims for indemnification pursuant to Section 6.3(a)(i) shall not exceed the aggregate Revolving Commitments;Cap. (iii) unless such Letter The aggregate maximum indemnification obligation of Credit has an expiration date Buyer for Damages under Sections 6.3(a)(i) and 6.3(a)(ii) shall not later than five Business Days prior to exceed, in the Revolving Credit Maturity Date;aggregate, the Purchase Price Cap. (iv) unless such Letter of Credit is a standby Notwithstanding anything in this Agreement to the contrary, in no event shall the Buyer be required to indemnify, save and hold harmless the Seller Indemnitees under this Article VI or commercial letter of credit not supporting otherwise be liable in connection with this Agreement, the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided thatnegotiation, if the terms of any Letter of Credit Application conflicts with the terms execution or performance of this Agreement, or the terms transactions contemplated hereby, for any Damages that that (A) are punitive or exemplary (except to the extent such Damages are asserted against a Seller Indemnitee by a third party), (B) arise from any special plans or circumstances of Sellers not known to Buyer as of the date of this Agreement shall control; or (viiC) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderthat are not otherwise reasonably foreseeable.

Limitations. Notwithstanding The following provisions of this Section 7.4 shall limit the foregoing, no Letter of Credit will be issued, increased, or extendedindemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article VII unless a written claim for indemnification in accordance with Section 7.2 or Section 7.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the first anniversary of the Closing Date; HOU02:1274360 18 provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Sections 4.1, 4.2, 4.6, 4.7, 5.1, 5.2 and 5.5 (Athe “Fundamental Representations”) if may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time prior to the expiration of such issuancecovenant according to its terms. (b) An Indemnifying Party shall not be obligated to pay for any Indemnified Costs under this Article VII until the amount of all such Indemnified Costs exceeds, increasein the aggregate, $500,000, in which event Indemnifying Party shall pay or extension would cause be liable for all such Indemnified Costs from the Letter first dollar. The aggregate liability of Credit Exposure an Indemnifying Party under this Article VII shall not exceed $15,000,000. The limitations in the previous two sentences shall not apply to exceed Indemnified Costs to the Aggregate Letter extent such costs arise out of Credit Sublimit or a breach of any Fundamental Representations. (Bc) if such issuanceEach Party acknowledges and agrees that, increaseafter the Closing Date, or extension would cause notwithstanding any other provision of this Agreement to the Letter of Credit Exposure contrary, the Buyer’s and the other Buyer Indemnified Parties’ and the Seller’s and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to Letters the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article VII. The Parties further acknowledge and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in the Ancillary Documents. Any indemnification obligation of Credit issued by any Issuing Lender the Seller to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increaseBuyer Indemnified Parties on the one hand, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior Buyer to the Revolving Credit Maturity Date; (iv) unless Seller Indemnified Parties on the other hand, pursuant to this Article VII shall be reduced by an amount equal to any indemnification recovery by such Letter Indemnified Parties pursuant to the other Ancillary Documents between the Parties to the extent that such other indemnification recovery arises out of Credit is a standby the same event or commercial letter circumstance giving rise to the indemnification obligation of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless Seller or the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided thatBuyer, if the terms of any Letter of Credit Application conflicts with the terms of this Agreementrespectively, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderhereunder.

Limitations. (a) In no event shall either Party in the aggregate be liable for any Adverse Consequences as to any claim for indemnification pursuant to Section 9.2 unless such Adverse Consequences exceed $50,000, in which case such Party shall be liable for all Adverse Consequences from the first dollar up to an aggregate amount not to exceed the Purchase Price; provided, however, that the Buyer Indemnified Persons shall be required to first exhaust the Escrow Amount prior to seeking further indemnification recourse directly against Seller, and such recourse may include forfeiture of Closing Shares. (b) Notwithstanding the foregoing, there shall be no Letter minimum amount for Adverse Consequences arising from or relating to Seller’s fraud or intentional misrepresentations, a claim for indemnification pursuant to Sections 9.2(viii)-(ix), a breach of Credit will be issuedany representation or covenant set forth in Section 3.11 (Tax Matters), increasedSection 3.28 (Education Approvals; Compliance with Education Laws), Section 5.9 (Tax Matters) or Section 10 (Tax Matters), or extended:any fine or penalty imposed on Seller or Buyer as a result of Seller’s (or its agents) actions or omissions prior to the Effective Date. (ic) (A) if such issuanceNotwithstanding the foregoing, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure except with respect to Letters fraud (including intentional misrepresentation but excluding negligent misrepresentation), breaches of Credit issued by any Issuing Lender the Seller Fundamental Reps and claims for indemnification pursuant to exceed Section 9.2(viii), there will be an aggregate ceiling of the Letter Purchase Price on the obligation of Credit Sublimit applicable Seller to such Issuing Lender (unless such Issuing Lender otherwise consents indemnify Buyer from and against Adverse Consequences resulting from, arising out of breaches of the representations and warranties of Seller contained in its sole discretion);Section 3. (iid) if such issuanceNotwithstanding the foregoing, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) except with respect to such Defaulting Lender or Potential Defaulting Lenderfraud (including intentional misrepresentation but excluding negligent misrepresentation) and breaches of the Buyer Fundamental Reps, there will be an aggregate ceiling of the Purchase Price on the obligation of Buyer to indemnify Seller from and against Adverse Consequences resulting from, arising out of breaches of the representations and warranties of Buyer contained in Section 4.

Limitations. Notwithstanding 16.4.1 The Sellers shall have no obligation to indemnify the foregoing, no Letter Buyer in respect of Credit will be issued, increased, or extendedany Loss in respect of a Breach if the Buyer fails to give Notice (in accordance with clause 16.5) of the claim to the Sellers’ Representative: (ia) no later than on the day falling 18 months after the Closing Date, 11:59 pm CET; and (Ab) if such issuance, increase, no later than 30 Business Days after the Buyer has become aware of the events or extension would cause circumstances giving rise to a claim. 16.4.2 The Sellers shall have no obligation to indemnify the Letter Buyer in respect of Credit Exposure to exceed any Loss caused by a Breach of the Aggregate Letter any of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion)Warranties unless; (iia) if the amount of such issuance, increase, Loss arising from a single Breach or extension would cause series of related Breaches of any of the Revolving Outstanding Amount to exceed Warranties exceeds USD 150,000 (the aggregate Revolving Commitments;“De Minimis Threshold”); and (iiib) unless the total amount of the Buyer’s Losses in respect of all such Letter Breaches of Credit has an expiration date not later than five Business Days prior the Warranties (each exceeding the De Minimis Threshold), is in excess of USD 1,700,000 (the “Basket”) in which case the Sellers shall be liable for the full amount of such Loss. 16.4.3 The Sellers’ maximum liability for all Losses in respect of all such Breaches and any liability pursuant to any indemnity under clause 14 shall be limited to a total amount equivalent to the Revolving Credit Maturity Date;Escrow Amount (the “Cap”). For the avoidance of doubt, if and to the extent an Adjustment Amount is paid to the Buyer from the Escrow Account in settlement of such Adjustment Amount, any such Adjustment Amount shall not limit the residual maximum liability of the Sellers pursuant to the preceding sentence. (iv) unless such Letter of Credit is a standby or commercial letter of credit 16.4.4 The limitations in clause 16.4 do not supporting the repayment of indebtedness for borrowed money apply to any Breach of any Person; (v) unless of the Title Warranties or Breach arising out of or as a result of fraud or wilful misrepresentation, always provided that none of the Sellers’ liability for such Letter Breach can in any event exceed such Seller’s portion of Credit is in form the Purchase Price. For any Breach and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms breach of any Letter of Credit Application conflicts with indemnity or covenant as provided by the terms of Sellers pursuant to this Agreement, the terms of this Agreement Sellers’ liability shall control;be several and not joint. (vii) unless such Letter of Credit is (A) governed 16.4.5 Any payment by the Uniform Customs and Practice for Documentary Credits (1993 Revision)Sellers as indemnification of Buyer against any Loss will be considered a reduction of the Purchase Price. 16.4.6 The Sellers shall not be liable in respect of any claims to the extent that such claim is attributable to, International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof claim otherwise having arisen or is increased as may be a result of, any Law not being in effect force at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderClosing Date.

Limitations. Notwithstanding (i) Each Option shall be designated in the foregoing, no Letter of Credit will be issued, increased, Award Agreement as either an Incentive Stock Option or extendeda Nonqualified Stock Option. Any Option designated as an Incentive Stock Option: (i) (A) if such issuance, increase, or extension would cause shall not have an aggregate Fair Market Value (determined for each Incentive Stock Option at the Letter Date of Credit Exposure to exceed the Aggregate Letter Grant) of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure Shares with respect to Letters which Incentive Stock Options are exercisable for the first time by the Grantee during any calendar year (under the Plan and any other employee stock option plan of Credit issued by the Company or any Issuing Lender to exceed Parent or Subsidiary (“Other Plans”)), determined in accordance with the Letter provisions of Credit Sublimit applicable to such Issuing Lender Section 422 of the Code, that exceeds $100,000 (unless such Issuing Lender otherwise consents in its sole discretionthe “$100,000 Limit”); (iiB) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided thatshall, if the terms aggregate Fair Market Value of Shares (determined on the Date of Grant) with respect to the portion of such grant that is exercisable for the first time during any Letter calendar year (“Current Grant”) and all Incentive Stock Options previously granted under the Plan and any Other Plans that are exercisable for the first time during a calendar year (“Prior Grants”) would exceed the $100,000 Limit, be exercisable as follows: (1) The portion of Credit Application conflicts the Current Grant that would, when added to any Prior Grants, be exercisable with respect to Shares that would have an aggregate Fair Market Value (determined as of the respective Date of Grant for such Options) in excess of the $100,000 Limit shall, notwithstanding the terms of this Agreementthe Current Grant, be exercisable for the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed first time by the Uniform Customs and Practice Grantee in the first subsequent calendar year or years in which it could be exercisable for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published first time by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at Grantee when added to all Prior Grants without exceeding the time of issuance), in case of standby letter of credit$100,000 Limit; and (viii2) if If, viewed as of the date of the Current Grant, any Revolving Lender portion of a Current Grant could not be exercised under the preceding provisions of this Section 6(a)(i)(B) during any calendar year commencing with the calendar year in which it is first exercisable through and including the last calendar year in which it may by its terms be exercised, such portion of the Current Grant shall not be an Incentive Stock Option, but shall be exercisable as a separate Option at such time date or dates as are provided in the Current Grant. (ii) No Employee shall be granted, in any fiscal year of the Company, Options to purchase more than 4,000,000 Shares. The limitation described in this Section 6(a)(ii) shall be adjusted proportionately in connection with any change in the Company’s capitalization as described in Section 11 of the Plan. If an Option is canceled in the same fiscal year of the Company in which it was granted (other than in connection with a Defaulting Lender or Potential Defaulting Lender; unless transaction described in Section 11 of the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretionPlan), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to canceled Option will be counted against the limitation described in this Section 2.17(a)(iv6(a)(ii)) with respect to such Defaulting Lender or Potential Defaulting Lender.

Limitations. Notwithstanding 16.1.1 Any claim by Seller or Altor for breach of a Buyers’ Warranty may be made until 12 months after the foregoingClosing Date, no Letter of Credit will be issued, increased, or extended: (i) (A) if provided that such issuance, increase, or extension would cause the Letter of Credit Exposure limit in time shall not apply to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness claims for borrowed money breach of any Person;Buyers’ Warranty contained in Clause 11.1 (Buyers’ right and power) or breach or non-fulfilment of a covenant or any other breach of the Agreement on the part of a Buyer which may be made until three (3) years after the Closing Date. 16.1.2 A claim against Buyers for breach of a Buyers’ Warranty shall be notified in writing to Buyers’ as soon as reasonably practicable after a Seller or Altor (vas applicable) unless has become aware of the breach in question and in any event within 40 Business Days. Where the liability of Buyers in respect of such Letter claim is increased as a result of Credit is any breach by Seller or Altor of this Clause 16.1.2, Buyers shall not be liable in form respect of such increase. 16.1.3 Neither Seller nor Altor shall be entitled to compensation for a Loss due to a breach of Buyers’ Warranties (other than claims for breach of Clause 11.1 (Buyers’ right and substance acceptable to such Issuing Lender in its sole discretion; (vipower)) unless the Borrowers have delivered amount of such Loss (or series or pattern or related Losses) exceeds USD 50,000 and the aggregate of such Losses exceeds and amount of USD 500,000 provided that Seller and Altor shall be entitled to be indemnified for the full amount of the Loss if and when the Loss equals or exceeds such Issuing Lender amount. 16.1.4 Buyers’ liability under this Clause 16, as a completed and executed Letter result of Credit Application; provided thata breach of Clauses 11.2 through 11.3, if shall in no circumstance exceed an amount of USD 10,000,000. 16.1.5 Notwithstanding anything to the terms of any Letter of Credit Application conflicts with the terms of contrary in this Agreement, the terms Parties have agreed that Buyers’ aggregate liability to compensate Seller and/or Altor in respect of all breaches of this Agreement shall control;not exceed the Purchase Price. (vii) unless such Letter of Credit 16.1.6 If any Loss for which the Buyers are liable under this Agreement is (A) governed a tax-deductible item for Seller or Altor, the recoverable loss or cost shall be reduced only by an amount equivalent to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 net reduction in Taxes actually realized by Seller or any successor Altor that is attributable to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lendertax deductible item.

Limitations. Notwithstanding the foregoing, no Letter of Credit will (a) The Buyer Indemnitees shall not have any right to be issued, increased, or extended: (i) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued indemnified by any Issuing Lender Seller for any individual obligation or Liability pursuant to exceed the Letter Section 12.03(c) or Section 12.03(f) for breaches of Credit Sublimit applicable to such Issuing Lender (representations and warranties unless such Issuing Lender otherwise consents in its sole discretion); obligation or Liability exceeds 0.01471% of the Initial Purchase Price (iiif the Option Closing does not occur) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; of the Initial Purchase Price and the Option Purchase Price (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuanceOption Closing occurs), in case which event the right to be indemnified shall apply to the full amount of standby letter of credit; andsuch obligation or Liability (a “Qualified Loss”), subject to the other limitations set forth in this Section 12.04. (viiib) Subject to the other provisions of this Section 12.04, the Buyer Indemnitees shall not have the right to be indemnified pursuant to Section 12.03(c) or Section 12.03(f) for breaches of representations and warranties unless and until the Buyer Indemnitees shall have incurred on a cumulative basis aggregate Qualified Losses in an amount exceeding 1% of the Initial Purchase Price (if any Revolving Lender is at such time a Defaulting Lender the Option Closing does not occur) or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including aggregate of the delivery of Cash Collateral, satisfactory to such Issuing Lender Initial Purchase Price and the Option Purchase Price (in its sole discretionif the Option Closing occurs) (the “Indemnity Deductible”), with in which event the Borrowers or right to be indemnified shall apply only to all such Revolving Lender Qualified Losses in excess of the Indemnity Deductible. (c) Subject to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect the other provisions of this Section 12.04, the sum of all losses pursuant to which indemnification is payable by Sellers pursuant to Section 2.17(a)(iv12.03(c) or Section 12.03(f) for breaches of representations and warranties shall not exceed, in the aggregate, ten percent (10%) of the Initial Purchase Price (if the Option Closing does not occur) or the aggregate of the Initial Purchase Price and the Option Purchase Price (if the Option Closing occurs) (the “Cap Amount”)) with respect to such Defaulting Lender or Potential Defaulting Lender.

Limitations. Notwithstanding The following provisions of this Section 9.4 shall limit the foregoing, no Letter of Credit will be issued, increased, or extendedindemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article IX unless a written claim for indemnification in accordance with Section 9.2 or Section 9.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Nashville, Tennessee time, on or prior to the first anniversary of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of (Ax) if such issuance, increase, or extension would cause the Letter a breach of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit any Fundamental Representations or (By) if an Excluded Liability or any Pro-Rated Item may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time prior to the expiration of such issuancecovenant according to its terms. (b) An Indemnifying Party shall not be obligated to pay for any Indemnified Costs under this Article IX until the amount of all such Indemnified Costs exceeds, increasein the aggregate, $2,362,500, in which event Indemnifying Party shall pay or extension would cause be liable for all such Indemnified Costs from the Letter first dollar. The aggregate liability of Credit Exposure an Indemnifying Party under this Article IX shall not exceed $31,500,000. The limitations in the previous two sentences shall not apply to Indemnified Costs to the extent such costs arise out of (i) a breach of any Fundamental Representations, (ii) an Assumed Liability, (iii) an Excluded Liability or any Pro-Rated Item or (iv) breach of any covenant or other agreement of the Indemnifying Party under this Agreement. (c) Each Party acknowledges and agrees that, after the Closing Date, notwithstanding any other provision of this Agreement to the contrary, the Buyer’s and the other Buyer Indemnified Parties’ and each Seller’s and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to Letters the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article IX. The Parties further acknowledge and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in the Ancillary Documents. Any indemnification obligation of Credit issued by any Issuing Lender Seller to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increaseBuyer Indemnified Parties on the one hand, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior Buyer to the Revolving Credit Maturity Date; (iv) unless Seller Indemnified Parties on the other hand, pursuant to this Article IX shall be reduced by an amount equal to any indemnification recovery by such Letter Indemnified Parties pursuant to the other Ancillary Documents between the Parties to the extent that such other indemnification recovery arises out of Credit is a standby the same event or commercial letter circumstance giving rise to the indemnification obligation of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless Sellers or the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided thatBuyer, if the terms of any Letter of Credit Application conflicts with the terms of this Agreementrespectively, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderhereunder.

Limitations. Notwithstanding The indemnification obligations described in Sections 6.2(a) and 6.2(b) shall be subject to each of the foregoing, no Letter of Credit will be issued, increased, following principles or extendedqualifications: (i) (A) if such issuanceNo claim for the recovery of Indemnifiable Damages pursuant to Article 6 may be asserted after the representations, increasewarranties, covenants or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable agreements giving rise to such Issuing Lender (unless such Issuing Lender otherwise consents claim shall have expired and be thus extinguished; provided, however, that claims first asserted in its sole discretion);writing within the applicable period shall not thereafter be barred. (ii) The Connecture Indemnified Parties shall be entitled to indemnification under Section 6.2(a)(i) only if such issuancethe Indemnifiable Damages of the Connecture Indemnified Parties exceed $50,000 (the “Company Basket”) in the aggregate, increasein which event the Connecture Indemnified Parties shall then be entitled to indemnification for all Indemnifiable Damages in excess of the Company Basket, subject to the Company Cap; provided, however, that the Company Basket shall not apply to Indemnifiable Damages that are attributable to (x) Indebtedness or Capital Lease Obligations of the Company or unpaid Transaction Expenses, or extension would cause (y) a breach of the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments;representations and warranties in Sections 2.1, 2.2, 2.3, 2.10 or 2.27 hereof. (iii) unless such Letter The Seller Indemnified Parties shall be entitled to indemnification under Section 6.2(b)(i) only if the Indemnifiable Damages of Credit has an expiration date not later than five Business Days prior the Seller Indemnified Parties exceed $50,000 (the “Connecture Basket”) in the aggregate, in which event the Seller Indemnified Parties shall be entitled to indemnification for all Indemnifiable Damages in excess of the Company Basket), subject to the Revolving Credit Maturity Date;Connecture Cap; provided, however, that the Connecture basket shall not apply to Indemnifiable Damages that are attributable to a breach of the representations and warranties in Sections 3.1, 3.2 or 3.4. (iv) In no event shall the aggregate amount of all indemnification payments to Connecture Indemnified Parties by Sellers (x) under Section 6.2(a)(i) (unless such Letter arising from an inaccurate representation or warranty of Credit is a standby Sellers set forth in the first sentence of Section 2.1 or commercial letter Sections 2.2, 2.3, 2.10, 2.13, 2.28 or 2.29) exceed 50% of credit not supporting the repayment sum of indebtedness for borrowed money the Final Purchase Consideration and the Continuing Customer Retention Payment Amount, (y) under Section 6.2(a)(i) (if and only if arising from an inaccurate representation or warranty of any Person;Sellers set forth in the first sentence of Section 2.1 or Sections 2.2, 2.3, 2.10, 2.13, 2.28 or 2.29) exceed the sum of the Final Purchase Consideration and the Continuing Customer Retention Payment Amount, and (z) under Section 6.2(a)(i), (ii) and (iii) in the aggregate exceed the sum of the Final Purchase Consideration and the Continuing Customer Retention Payment Amount (the “Company Cap”). (v) unless such Letter In no event shall the aggregate amount of Credit is in form all indemnification payments to Seller Indemnified Parties by Connecture exceed the sum of the Final Purchase Consideration and substance acceptable to such Issuing Lender in its sole discretion;the Continuing Customer Retention Payment Amount (the “Connecture Cap”). (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts In accordance with the terms and conditions contained herein, Connecture shall have the right to offset against up to $750,000 (less any Customer Offset Amount that Connecture shall not be obligated to pay pursuant to the Notes) of this Agreementits obligations that shall be owed to Sellers pursuant to the Notes, the terms of this Agreement any amounts that shall control; (vii) unless such Letter of Credit is be owed to Connecture by Sellers with respect to (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber indemnification obligations of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit Sellers under this Section 6.2 hereof and (B) the International Standby Practices 1998 published by Shortfall obligations of Sellers under Section 1.9 hereof. Connecture agrees to first seek recovery of $750,000 in Indemnifiable Damages from the Institute of International Banking Law & Practice Notes (or such later version thereof as may be in effect at less any Shortfall amount recovered against the time of issuanceNotes), and only in case the event that there shall be no further amounts to recover against the Notes, shall Connecture than have the right to collect any Indemnifiable Damages against Sellers. Without limiting the generality of standby letter the foregoing, Connecture shall have no right to offset against or otherwise withhold payment of credit; and (viiiany Excess owed to Sellers under Section 1.9(f) if or any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory amount due to such Issuing Lender (in its sole discretionSellers under Section 1.6(b), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lender.

Limitations. Notwithstanding The preparation and filing of a Registration Statement pursuant to this Section 4 and the foregoingoffering, no Letter sale and delivery of Credit will Registrable Shares pursuant thereto shall be issued, increased, or extendedsubject to the following limitations: (i) (A) if i. The Company shall be obligated to prepare, file and cause to become effective only one Registration Statement pursuant to this Section 4. ii. Only Earnout Shares, whether received by a Designated Stockholder from the Company upon original issue pursuant to the Merger Agreement or received by another Stockholder from a Designated Stockholder upon an assignment not involving a Public Offering, may be included in a Registration Statement filed pursuant to this Section 4, and no sales of such issuance, increase, or extension would cause shares shall be effected by the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if Affected Stockholders under such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days Registration Statement prior to the Revolving Credit Maturity Date; (iv) unless such Letter delivery to the Company of Credit is a standby or commercial letter certificate of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable Affected Stockholders to such Issuing Lender in its sole discretion;effect. (vi) unless the Borrowers have delivered to such Issuing Lender a completed iii. The proposed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed actual filing by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case Company of a commercial letter Registration Statement pursuant to this Section 4 shall not entitle any Stockholder to registration rights pursuant to Section 3 herein. iv. The offering, sale and delivery of credit and Registrable Shares pursuant to any Registration Statement filed pursuant to Rule 415 (Brelating to "shelf registration statements") of the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may Securities Act Rules under this Section 4 shall be in effect suspended if, at the time of issuance)any offering, sale and delivery pursuant to a shelf registration statement, the Company has material inside information as to which it believes it has a valid business purpose in case refraining from disclosing publicly for the time being and that current public disclosure of standby letter such information would have a material adverse effect on the Company. Such suspension period shall commence upon notice by the Company to the Affected Stockholders and shall continue until the earlier of credit(a) the expiration of 60 days thereafter; and(b) the public announcement of such material inside information; or (c) the date on which the Company gives the Affected Stockholders notice that such suspension is no longer required; provided, however, that the same material inside information shall not constitute a basis for continuation of this suspension period. v. The Company shall be obligated to maintain the effectiveness of a Registration Statement filed pursuant to Rule 415 (viiirelating to "shelf registration statements") if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless of the applicable Issuing Lender has entered into arrangements, including Securities Act Rules under this Section 4 until the delivery third anniversary of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lendereffective date thereof and no longer.

Limitations. Notwithstanding the foregoing, no Letter of Credit will be issued, increased, or extended: (i) No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (A) if the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such issuanceclaims from and including the first dollar of all such Losses but subject to the other limitation contained herein; provided, increasehowever, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or extension would cause the Letter related sections and subsections of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion);Covered Matters. Stock Purchase Agreement 23 (ii) if Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such issuanceSeller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, increaseexcept for (i) Losses resulting from the breach of the representations set forth in Article II and in Sections 3.1 (Organization; Power), or extension would cause 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the Revolving Outstanding Amount amount actually received by such Seller at the applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the aggregate Revolving Commitments;amount actually received by such Seller at the applicable Closing pursuant to this Agreement. (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to Recovery under this Article VIII shall constitute the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness sole and exclusive remedy for borrowed money any breach of any Person; (v) unless such Letter of Credit is representation, warranty, covenant, or agreement pursuant to or in form and substance acceptable any way related to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement. For purposes of clarity, the terms of nothing in this Agreement Section shall control; limit Buyer’s right to seek equitable relief (viiincluding an injunction) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in enforce its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderobligations under this Agreement.

Limitations. (a) Notwithstanding any provision of this Agreement to the foregoingcontrary, the Stockholder shall have no Letter obligation to indemnify any Buyer Indemnitee under this Article 5 or to pay damages in respect of Credit will contract or other claims arising under this Agreement or any other Transaction Document unless the Buyer Indemnitees have suffered indemnifiable Losses hereunder in an aggregate amount attributable to all Claims and obligors in excess of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Threshold"); ---------- Once the aggregate amount of Losses exceeds the Threshold, the Buyer Indemnitees shall be issuedentitled to recover the full amount of all Losses in excess of the Threshold. (c) Notwithstanding any provision of this Agreement to the contrary, increasedneither Mirant nor either Buyer shall have any obligation to indemnify any Stockholder Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Stockholder Indemnitees have suffered indemnifiable Losses in an aggregate amount attributable to all Claims in excess of the Threshold; provided, however, that Mirant's and Buyers' obligations to indemnify any Stockholder Indemnitee for any Losses arising from any breach of this Agreement by Mirant or either Buyer of their obligation to pay, or extended:directly or indirectly resulting in the failure of Mirant and Buyers to pay, the Purchase Price and the Note Price under this Agreement, will not be subject to the Threshold. Subject to the foregoing proviso, once the aggregate amount of Losses exceeds the Threshold, the Stockholder Indemnitees shall be entitled to recover the full amount of all Losses in excess of the Threshold. (d) Notwithstanding any provision of this Agreement to the contrary, the maximum aggregate liability of Mirant and Buyers to the Stockholder Indemnitees for all claims arising under this Agreement and the other Transaction Documents equals $32,000,000; provided, however, that Mirant's and Buyers' obligations to indemnify any Stockholder Indemnitee for any Losses arising from any breach of this Agreement by Mirant or either Buyer of their obligation to pay, or directly or indirectly resulting in the failure of both Mirant and Buyer to pay, the Purchase Price and the Note Price under this Agreement, will not be subject to such limitation. (e) No Indemnitee shall be entitled to indemnification under this Article 5 for Losses (i) (A) if directly or indirectly caused by a willful or negligent act of such issuanceIndemnitee or a breach by such Indemnitee of any representation, increasewarranty, covenant or extension would cause other agreement set forth in this Agreement or any duty to the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit potential Indemnitor or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuancecovered by insurance proceeds from insurance owned and paid for by the Stockholder, increasedel Caribe, Eco Holdings or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days Partnership prior to the Revolving Credit Maturity Date; (iv) unless Closing, to the extent that the Buyer Indemnitees actually receive such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless insurance proceeds to cover such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderLosses.

Limitations. Notwithstanding anything to the foregoing, no Letter of Credit will be issued, increased, contrary contained in this Agreement or extendedin any Ancillary Agreement: (ia) (A) if such issuanceNeither NAP, increase, or extension would cause nor any Seller shall be required to provide any indemnification under this ARTICLE IX for breaches of the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure representation and warranties contained in ARTICLE IV with respect to Letters any claim therefor unless aggregate Losses from the breach of Credit issued any one or more of such representations and warranties for which indemnification is sought exceeds $750,000 (the “Basket”) and then only to the extent of the excess of the aggregate amount of Losses over such amount; provided, however, that the maximum amount of Losses that may be recovered under this ARTICLE IX by Purchaser for breaches of the representations and warranties contained in ARTICLE IV in the aggregate shall not exceed $6,600,000 (the “Cap”). Except as expressly provided in this ARTICLE IX, indemnity obligations of Seller under this ARTICLE IX shall terminate at 11:59 PM prevailing Eastern time on the date determined for the expiration of the indemnification obligation of NAP and Seller in accordance with the applicable provision of Section 9.4. (b) Purchaser shall not be required to provide any Issuing Lender indemnification under this ARTICLE IX for breaches of the representation and warranties contained in ARTICLE V with respect to any claim therefor unless aggregate Losses from the breach of any one or more of such representations and warranties for which indemnification is sought exceeds the Basket and then only to the extent of the excess of the aggregate amount of Losses over the amount of the Basket; provided, however, that and the maximum amount of Losses that may be recovered under this ARTICLE IX by Seller and NAP for breaches of the representations and warranties contained in ARTICLE V in the aggregate shall not exceed the Letter Cap. Except as expressly provided in this ARTICLE IX, indemnity obligations of Credit Sublimit Purchaser under this ARTICLE IX shall terminate at 11:59 PM prevailing Eastern time on the date determined for the expiration of the indemnification obligation of Purchaser in accordance with the applicable provision of Section 9.4. (c) If NAP or Seller breach any representation or warranty for which indemnification may be provided under Section 9.1(a), then, solely for purposes of calculating the dollar amount of Losses for which any Purchaser Indemnified Party is entitled to indemnification for such Issuing Lender breach (unless including the amounts needed to reach the Basket), each of such Issuing Lender otherwise consents in its sole discretionrepresentations and warranties that contain any qualification as to materiality will be deemed and interpreted to be a representation or warranty made without such qualification. (d) If Purchaser breaches any representation or warranty for which indemnification may be provided under Section 9.2(a);, then, solely for purposes of calculating the dollar amount of Losses for which any Seller Indemnified Party is entitled to indemnification for such breach (including the amounts needed to reach the Basket), each of such representations and warranties that contain any qualification as to materiality will be deemed and interpreted to be a representation or warranty made without such qualification. (e) The amount of any Loss for which indemnification is provided under this ARTICLE IX shall be net of (i) any amounts recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any Third Party, (ii) if insurance proceeds (not including self insurance or insurance with a captive insurance Affiliate) or other cash receipts or sources of reimbursement received as an offset against such issuance, increaseLoss, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior amount equal to the Revolving Credit Maturity Date; (iv) unless present value of the net Tax benefit, if any, available to or taken by the Indemnified Party attributable to such Letter of Credit Loss. The Indemnified Party shall use reasonable efforts to seek recovery from all such sources to minimize any Loss for which indemnification is a standby or commercial letter of credit not supporting provided under this ARTICLE IX. If the repayment of indebtedness for borrowed money amount to be netted hereunder from any payment required under this ARTICLE IX is determined after payment by the Indemnifying Party of any Person; (v) unless such Letter of Credit is in form and substance acceptable amount otherwise required to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered be paid to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of an Indemnified Party pursuant to this AgreementARTICLE IX, the terms of Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Agreement shall control; (vii) unless ARTICLE IX had such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect determination been made at the time of issuance)such payment. No party shall be entitled to recover under this ARTICLE IX for Losses suffered because of the breach of any representation or warranty contained in this Agreement or any Ancillary Agreement if at or prior to the Closing such party had Knowledge of the breach of, in case or inaccuracy in, such representation or warranty; provided, however, the breaching party shall bear the burden of standby letter of credit; and (viii) if any Revolving Lender is at proving that the other party had such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderKnowledge.

Limitations. (a) No Parent Indemnified Person may recover any Escrow Cash in respect of (i) any individual Claim (or series of related Claims having the same subject matter basis) for indemnification made pursuant to Section 11.2(a) if the Damages relating to such Claim do not exceed $200,000 (“Minimum Claim”) or (ii) any Minimum Claim unless and until the aggregate amount of Damages that may be claimed pursuant to Section 11.2(a) for all Minimum Claims made through that time exceeds $3,262,500 (the “Deductible”), and once the Deductible has been reached, the Parent Indemnified Person may make Minimum Claims for indemnification for all Damages in excess of the Deductible; provided, however the Minimum Claim and Deductible shall not apply to any Damages arising from a breach or inaccuracy of a Company Fundamental Representation; provided, however, for clarity, Escrow Cash will not be released from escrow to any Parent Indemnified Person until Claims for indemnification for Damages exceeding the Deductible have been resolved in favor of the Parent Indemnified Persons pursuant to this Article 11. (b) If the Merger is consummated, recovery from the Escrow Cash shall be the sole and exclusive remedy under this Agreement with respect to Claims pursuant to Section 11.2(a) or (b), except in the case of a breach of a Company Fundamental Representation, Fraud by the Company under this Agreement or equitable remedies. In the case of any (i) Claims pursuant to Section 11.2(c) through Section 11.2(g) or (ii) a breach of a Fundamental Representation or Fraud by the Company under this Agreement, solely to the extent there is no remaining Escrow Cash, each Effective Time Holder shall be liable for such holder’s Pro Rata Share of the amount of any Damages resulting therefrom, subject to the limitations set forth in this Article 11. Notwithstanding anything to the contrary set forth in this Agreement, no Effective Time Holder’s indemnity obligations under this Article 11 shall in any event be in excess of the amount of cash such Effective Time Holder is entitled to receive pursuant to Section 2.1(b) hereof (inclusive of such Effective Time Holder’s Pro Rata Share of the Escrow Cash). (c) The Parent Indemnified Persons shall exercise commercially reasonable efforts to mitigate the amount of any Damages as required by law. Without limiting the foregoing, Damages shall be calculated net of actual recoveries under existing insurance policies (in each case calculated net of any actual collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums); provided, that, in the event that Parent Indemnified Persons first recover from the Escrow Cash or Effective Time Holders for any particular Damages and thereafter recover for the same Damages pursuant to any existing insurance policies, then the amount recovered pursuant to such existing insurance policies (up to the amount first recovered from the Escrow Cash) shall be deposited in the escrow fund or paid to the Effective Time Holders, as applicable, by Parent. In addition, Damages shall exclude special, consequential, indirect, exemplary or punitive damages, (i) unless specifically awarded by an arbitrator or Governmental Authority to a third party and paid to such third party by a Parent Indemnified Person or (ii) in the case of consequential damages only, reasonably foreseeable under an objective standard. (d) All Claims for indemnification by a Parent Indemnified Person for Damages pursuant to this Agreement (whether or not the Indemnifiable Matters that are the subject matter of such Claims are recoverable solely from the Escrow Cash) shall be satisfied, subject to the limitations of this Article 11, (i) first from the Escrow Cash and (ii) second, after exhaustion of the Escrow Cash, against the Effective Time Holders directly (but not exceeding such Effective Time Holders’ respective Pro Rata Shares of such Damages and subject to the limitations set forth in this Article 11). (e) Notwithstanding anything to the contrary herein, in the event that any Claim for Damages which are accrued but not yet paid or which are anticipated to be incurred, paid or sustained in the future is resolved in favor of a Parent Indemnified Person pursuant to this Article 11, no amounts shall actually be payable by the Effective Time Holders (whether from the Escrow Cash or directly by the Effective Time Holders) to such Parent Indemnified Person until after such Damages are actually incurred, paid or sustained. (f) Following the Closing, (i) this Article 11 shall constitute the sole and exclusive remedy for recovery of money Damages by the Parent Indemnified Persons or any Affiliate thereof (including, without limitation, ▇▇▇▇▇▇) for all Indemnifiable Matters whether such legal action is based on predecessor or successor liability, contribution, tort, strict liability, breach of contract or any statute, regulation or ordinance, (ii) all applicable statutes of limitations or other claims periods with respect to Claims for Indemnifiable Matters shall be shortened to the applicable Claims periods and survival periods expressly set forth herein and (iii) the Parent Indemnified Persons and their respective Affiliates, including, without limitation, ▇▇▇▇▇▇, irrevocably waive any and all rights they may have to make Claims against the Effective Time Holders under statutory and common law as a result of any Damages and any and all other damages or losses incurred by the Parent Indemnified Persons and any Affiliates thereof, including, without limitation, ▇▇▇▇▇▇, with respect to this Agreement whether or not in excess of the maximum amounts permitted to be recovered pursuant to this Article 11. (g) Except for such representations and warranties contained in Article 3, the Company Disclosure Letter and the Company Closing Certificates, each of Credit will be issuedParent and Merger Sub acknowledges and agrees that none of the Company or its representatives nor any Effective Time Holder or other Person makes, increasedand each of Parent, Merger Sub and any Affiliate thereof, including, without limitation, ▇▇▇▇▇▇, is not relying on, any other express, implied or extended:statutory representation or warranty with respect to the Company or Company Business, any Effective Time Holder or otherwise, including with respect to any projections, forecasts, estimates and budgets for the Company. (h) Nothing herein shall limit the liability of an Effective Time Holder for any Fraud personally committed by such Effective Time Holder. Notwithstanding anything to the contrary set forth in this Agreement, no Effective Time Holder shall have any liability for any Fraud committed by another Effective Time Holder (provided that, for the avoidance of doubt, the foregoing limit shall not limit the liability of an Effective Time Holder pursuant to Section 11.2(d) hereof). (i) Notwithstanding anything contained in this Agreement to the contrary, (i) to the extent that any Damages are taken into account as a current liability, or otherwise accounted for, in determining Company Net Working Capital, or otherwise taken into account in the calculation of Total Merger Consideration, (A) if no Parent Indemnified Person may recover such issuance, increase, or extension would cause the Letter of Credit Exposure Damages through a Claim pursuant to exceed the Aggregate Letter of Credit Sublimit or Article 11 and (B) if such issuanceDamages will not be included in the determination of whether all Damages, increasein the aggregate, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); Deductible and (ii) if no Parent Indemnified Person may actually recover the same Damages more than once in respect of a single set of facts or circumstances under more than one representation or warranty in this Agreement, the Company Disclosure Letter or the Company Closing Certificates regardless of whether such issuance, increase, facts or extension circumstances would cause the Revolving Outstanding Amount give rise to exceed the aggregate Revolving Commitments;a breach of more than one representation or warranty in such documents. (iiij) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of Notwithstanding any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms other provision of this Agreement, the terms Effective Time Holders shall not have any liability or indemnification obligation for any Taxes of this Agreement shall control; the Company (viii) unless such Letter resulting from any election made under Section 338 of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) Code with respect to such Defaulting Lender the Merger, or Potential Defaulting Lender(ii) resulting from any action taken by the Company at the direction of Parent on the Closing Date after the Closing.

Limitations. (a) Notwithstanding the provisions of Section 9.1, Buyer and the Corporation shall not be entitled to recover Damages for which Buyer or the Corporation is entitled to indemnification as a result of or arising out of matters described in Section 9.1(a) until such Damages exceed $75,000, and if such Damages exceed such amount, Buyer and the Corporation shall be entitled to recover all such Damages in excess of $75,000 up to the amount of 50% of the total amount of the consideration actually received by Shareholder from Buyer; PROVIDED, that Damages resulting from the breach of the representations and warranties in Section 2.3 (Title), the first sentence of Section 2.7 (Properties) and Section 2.11 (Payment of Taxes) shall not be subject to the limitations contained in this Section, but shall be limited to the amount of consideration actually received by Seller from Buyer. (b) Any proceeds from insurance or any other third party obligor paid to or on account of the Buyer or Shareholder, as the case may be, as a direct result of any fact, event or circumstance requiring indemnity pursuant to Section 9.1 or 9.2, as the case may be, shall constitute a credit which shall be offset against the total Damage (before the application of Section 9.3(a)). Any tax benefit to such party as a result of any fact, event or circumstance requiring indemnity pursuant to Section 9.1 or 9.2 shall be offset against the total Damage (before the application of Section 9.3 (a)). (c) On the second anniversary of the Closing Date, the parties shall be released from the agreements of indemnification contained in Sections 9.1 and 9.2 in respect of any claims which have not been made, in writing, prior to such date; provided, however, that the Shareholder shall not be released from the agreements of indemnification arising under Section 9.1(a) with respect to breaches of representations and warranties contained in Section 2.3 (Title), the first sentence of Section 2.7 (Properties) or Section 2.11 (Payment of Taxes), or breaches of covenants in this Agreement, all of which shall continue until the applicable statute of limitations has expired. Notwithstanding the foregoing, no Letter all agreements of Credit will be issued, increased, or extended: (i) (A) if such issuance, increase, or extension would cause the Letter indemnification under Sections 9.1 and 9.2 shall remain effective in respect of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued claims made in writing by any Issuing Lender to exceed the Letter of Credit Sublimit applicable giving notice as provided in this Agreement prior to such Issuing Lender (unless respective dates until such Issuing Lender otherwise consents claims are finally determined and satisfied in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderfull.

Limitations. Notwithstanding the foregoing, no Letter All obligations of Credit will be issued, increased, or extendedSeller Indemnifying Parties under this Section 11.2 are subject to each applicable limitation below: (i) In no event will: (A) if the aggregate amount of indemnification paid by Seller for all Seller Indemnifiable Matters owed to Purchaser Indemnitees exceed the Purchase Price; (B) the aggregate amount of indemnification paid by the Other Seller Indemnifying Party for all Seller Indemnifiable Matters owed to Purchaser Indemnitees exceed $500,000 in the aggregate and the survival period therefor set forth in Section 11.1(a)(iii) above shall be twelve (12) months instead of eighteen (18) months; and (C) any payment for Seller Indemnifiable Matters under Section 9.2(a)(i) (other than with respect to Fundamental Seller Representations and SOL Representations) be made to any Purchaser Indemnitee unless and until the aggregate amount of all such issuancepayments owed by Seller with respect to all such Claims equals at least $50,000, increaseafter which all such Claims shall be paid from the first dollar; provided, however, that (x) as to Seller only, in no event will any of the Limitations apply to any Losses arising out of or relating to any Fraud the part of the Company, Seller, or extension would cause any Representative of any of the Letter foregoing in connection with this Agreement, any Transaction Document, or any Contemplated Transaction and (y) as to the Other Indemnifying Party only, in no event will any of Credit Exposure the Limitations apply to exceed any Losses arising out of or relating to the Aggregate Letter Other Indemnifying Party’s Fraud in connection with this Agreement, any Transaction Document, or any Contemplated Transactions, or such Other Indemnifying Party’s Fraud or gross negligence prior to the Effective Time. (ii) Subject to the Limitations and to the obligation to use Commercially Reasonable Efforts to seek recovery under available insurance pursuant to Section 11.8 below, all indemnification payments required to be made to any Purchaser Indemnitee in respect of Credit Sublimit Seller Indemnifiable Matters by Seller Indemnifying Parties will be: first, to the full extent available, offset against the Earnout Consideration, if any, which shall serve as the first source of recovery for any Seller Indemnifiable Matters, payable and deliverable to Seller in the chronological order of such payments, provided that, second, if no such Earnout Consideration has been earned, Purchaser shall have direct recourse against Seller; provided that, third, if no amount is recoverable as to the first, second and third above, in cash by Seller, provided that, fourth if no amount is recoverable as to the first, second and third above (or in the case of any intentional misconduct, intentional misrepresentation or gross negligence claimed within 12 months after the Effective Time, as provided in Section 11.2(b)(i)(y) above), in cash by the other Seller Indemnifying Party. (iii) For purposes of calculating the amount of Losses to which an Indemnified Person is entitled under this Article XI for Seller Indemnifiable Matters and for purposes of determining whether a Seller representation or warranty is inaccurate or has been breached, the terms “material,” “materiality,” “Material Adverse Effect” and words of similar import will be disregarded; provided, however, that the foregoing materiality scrape will not (A) affect any “knowledge” qualifiers, or (B) if such issuance, increase, or extension would cause the Letter apply to limit any list within representations and warranties calling for scheduling of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lender“material” items.

Limitations. Notwithstanding (a) Seller and Buyer will not be permitted to recover from the foregoingother any consequential, no Letter of Credit will be issued, increasedindirect, or extendedpunitive damages arising out of or related to this Agreement **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**. For the avoidance of doubt, Seller and Buyer agree that this Section 9.05(a) is not intended to contradict any agreements relating to indemnification and limitations thereon set forth in the other Transaction Documents. Any such provisions in the other Transaction Documents shall govern and control with regard to the matters contemplated by them. (b) The indemnification provided for in Section 9.02(a) shall be subject to the following terms and limitations: (i) (ASeller shall not be obligated to pay an aggregate amount for indemnification under Section 9.02(a)(i) if such issuance, increase, or extension would cause the Letter in excess of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion);**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**. (ii) if such issuance, increase, or extension would cause Seller shall be obligated to pay any and all amounts for indemnification under Subsections 9.02(a)(ii) and (iii) in full without regard to the Revolving Outstanding Amount limit established by Subsection 9.05(b)(i). (c) The indemnification provided for in Section 9.03(a) shall be subject to exceed the following terms and limitations: (i) Buyer shall not be obligated to pay any amounts for indemnification under Section 9.03(a)(i) until the aggregate Revolving Commitments;Losses actually incurred by Seller exceed **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** (the "Buyer Basket"), whereupon Buyer shall be obligated to pay all amounts of Losses actually incurred by Seller under Section 9.03(a)(i) in excess of the Buyer Basket, subject to the limits set forth in clauses (ii) and (iii) below. (ii) Buyer shall not be obligated to pay an aggregate amount for indemnification under Section 9.03(a)(i) in excess of **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**. (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior Buyer shall be obligated to pay any and all amounts for indemnification under Subsections 9.03(a)(ii) and (iii) in full without regard to the Revolving Credit Maturity Date;Buyer Basket or the limit established by Subsection 9.05(c)(ii). (ivd) unless such Letter In the event any Buyer's Assertion, Seller's Assertion or Claim hereunder results in a Tax benefit or is an insured loss to the indemnified Party, the indemnifying Party will be entitled to a credit against any liability thereunder in the amount by which any Taxes of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money indemnified Party are reduced by reason of any Person; (v) unless deduction or adjustment allowed the indemnified Party for any payment, settlement or satisfaction of such Letter claim, as well as in the amount of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms extent of any Letter insurance proceeds that the indemnified party recovers. The indemnified party shall use commercially reasonably efforts to recover Losses under insurance policies and to avail itself of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or Tax benefits arising from any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderLosses.

Limitations. Notwithstanding The Employer may limit, revoke or amend its agreement to make employee contributions under Section 4.2 on behalf of any Participant at any time, but only if it determines that such limitation, revocation or amendment is necessary under one of the foregoing, no Letter of Credit will be issued, increased, or extendedfollowing circumstances: (i) in the case of a Participant's after-tax contributions, to insure that the discrimination tests of Section 401(m) of the Internal Revenue Code governing permissible levels of employee contributions are met for such Plan Year, or to insure that one of the following tests is met for such Plan Year. (A) if such issuance, increase, or extension would cause The actual Average Percentage of the Letter employee contributions of Credit Exposure the Highly-Compensated Employees eligible to exceed participate is not more than 1.25 times the Aggregate Letter Actual Average Percentage of Credit Sublimit or the employee contributions for all other Employees eligible to participate; or (B) if such issuance, increase, or extension would cause The Actual Average Percentage of the Letter employee contributions for the Highly-Compensated Employees eligible to participate is not more than 2.0 times the Actual Average Percentage of Credit Exposure with respect the employee contributions for all other Employees eligible to Letters participate and the Actual Average Percentage of Credit issued by any Issuing Lender the employee contributions for the Highly-Compensated Employees eligible to participate does not exceed the Letter Actual Average Percentage of Credit Sublimit applicable the employee contributions for all other Employees eligible to such Issuing Lender participate by more than two (unless such Issuing Lender otherwise consents in its sole discretion);2) percentage points; or (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to insure that a Participant's Additions for any calendar year will not exceed the aggregate Revolving Commitments;limitations of Section 4.3; or (iii) unless to insure deductibility of the Employer's entire contribution to the Plan for federal income tax purposes. If a limitation or amendment becomes necessary pursuant to paragraph (i) or (iii) above, such Letter limitation or amendment will be first applied to the Participant who is the Highly-Compensated Employee electing the highest percentage of Credit has an expiration date not later than five Business Days employee contributions pursuant to Section 4.2 until the tests of (i) or (iii) are met or until such Participant's election pursuant to Section 4.2 is reduced to the same percentage level as the Participant who is the Highly-Compensated Employee electing the second highest percentage of employee contributions pursuant to Section 4.2. If further limitations are required, then both such Participants' percentage elections shall be reduced until the tests of (i) or (iii) are met or until the two Participants' elections pursuant to Section 4.2 are reduced to the same percentage level as the Participant who is the Highly Compensated Employee electing the third highest percentage of employee contributions pursuant to Section 4.2, and such limitations or amendments shall continue to be made in a similar manner from the Participants who are Highly-Compensated Employees making the highest percentage elections to the lowest until the tests of (i) or (iii) are satisfied. If a Participant is prevented from making a portion of his employee contributions due to a permissible limitation, revocation or amendment by the Employer, such portion shall be returned to the Participant prior to its contribution to the Revolving Credit Maturity Date;Trust Fund. In applying the discrimination tests under this Section, the employer shall treat employee contributions under plans which are aggregated under Section 401(a)(4) or 410(b) of the Internal Revenue Code as made under a single plan. In addition, if a Highly-Compensated Employee is eligible under more than one plan subject to Section 401(m) of the Code maintained by the Employer, the Employee's Actual Average percentage is calculated by treating all of the plans as one plan. For purposes of this Section, the family aggregation rules set forth in Section 2.1 of this Plan shall apply. Where the family aggregation rule is applicable, the family group shall be treated as one Highly-Compensated Employee and the Actual Average Percentage for the family group shall be the greater of: (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B1) the International Standby Practices 1998 published ratio determined by combining the Institute compensation and employee contributions of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of creditall eligible family members who are highly-compensated without regard to family aggregation; and (viii2) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including ratio determined by combining the delivery compensation and employee contributions of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderall eligible family members.

Limitations. Notwithstanding the foregoing, no Letter of Credit will be issued, increased, or extended7.1 The limitations set out in this clause 7 shall not apply to any claim under this agreement which is: (ia) the consequence of fraud, dishonesty, wilful concealment, wilful misrepresentation or gross negligence by or on behalf of the Warrantors; or (Ab) a result of a breach of the Warranties in paragraph 1, 6 or 9 of Schedule 3. 7.2 No Claim may be made against the Warrantors unless written notice of such Claim is served on the Warrantors giving reasonable details of the Claim by no later than the date which is 12 months after the Warranty Date. 7.3 The aggregate liability of the Warrantors for all and any Claims: (a) in the case of the Company shall be limited to the aggregate amount subscribed for by Lakeland under this Agreement; and (b) in the case of the Founder, shall be limited to the amount of his annual salary at the Completion Date, together (in the case of the Company) with the proper and reasonable costs of recovery in respect of any Claim incurred by (or on behalf of) Lakeland. 7.4 The Warrantors shall not be liable for any Claim unless: (a) the aggregate liability for all Claims exceeds £30,000, in which case the Warrantors shall be liable for the entire amount and not just the excess; and (b) in calculating liability for Claims for the purposes of clause 7.4(a), any Claim which is less than £10,000 (excluding interest, costs and expenses) shall be disregarded. For these purposes, a number of Claims arising out of the same or similar subject matter, facts, events or circumstances shall be aggregated to form a single Claim. 7.5 No liability of the Warrantors in respect of any breach of any Warranty shall arise: (a) if such issuance, increase, breach occurs by reason of any matter which would not have arisen but for the coming into force of any legislation not in force at the Completion Date or extension would cause by reason of any change to HMRC’s practice occurring after the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Completion Date; (ivb) unless to the extent that a specific and reasonably detailed allowance, provision or reserve has been made in the Accounts or in the Management Accounts in respect of the matter to which such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Personliability relates; (vc) unless to the extent that such Letter breach or claim arises as a result of Credit is any change in form and substance acceptable the accounting bases or policies in accordance with which the Company values its assets or calculate its liabilities or any other change in accounting practice from the treatment or application of the same used in preparing the Accounts (save to the extent that such Issuing Lender in its sole discretion;changes are required to correct errors or because relevant generally accepted UK accounting principles have not been complied with). 7.6 The Warrantors shall not be liable for any Claim if: (via) unless the Borrowers have delivered alleged breach which is the subject of the Claim is capable of remedy and is remedied to such Issuing Lender a completed and executed Letter the reasonable satisfaction of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed Lakeland by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber Warrantors within 30 days of Commerce Publication No. 500 or any successor to such publication, the date on which the notice in case of a commercial letter of credit and (B) the International Standby Practices 1998 published clause 7.2 is received by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of creditWarrantor; and (viiib) if Lakeland does not suffer any Revolving Lender losses in connection with the alleged breach. 7.7 The Founder shall not be liable for any Contract Claim if: (a) the aggregate liability for any Contract Claim reasonably capable of being quantified is at less than £30,000 (and for this purpose, a number of Contract Claims arising out of the same or similar subject matter, facts, events or circumstances shall be aggregated to form a single Contract Claim); or (b) the breach which is the subject of the Contract Claim is capable of remedy and is remedied to the reasonable satisfaction of Lakeland by the Founder within 30 days of the date on which Lakeland notifies the Founder of such time Contract Claim, and Lakeland does not suffer any loss greater than £10,000 in connection with the breach. 7.8 Nothing in this agreement shall relieve Lakeland’s duty under common law to mitigate any loss or liability which is the subject of a Defaulting Lender Claim. 7.9 Lakeland may not recover from the Warrantors under the Warranties more than once in respect of the same damages suffered. 7.10 The Warrantors shall not be liable for a Claim to the extent that the matter or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory circumstance giving rise to such Issuing Lender (Claim was Disclosed in its sole discretion), with the Borrowers or such Revolving Lender Disclosure Letter. 7.11 The limitations set out in this clause 7 shall not apply to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderthe specific Future Fund warranties set out in clause 5.3.

Limitations. Notwithstanding Except for any Losses related to or arising from breaches of any representations or warranties regarding accounts receivable or taxes, ABB's covenant regarding product liability claims coverage contained in the foregoingAmended and Restated Stock Purchase Agreement by and among Asea ▇▇▇▇▇ Boveri AB, no Letter a Swedish company and Gigantissimo 2131 AB under change of Credit will be issuedname to Flow International FPS AB, increased, or extended: (i) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure a Swedish company with respect to Letters the issued and outstanding stock of Credit issued by ABB Pressure Systems AB, a Swedish company with the registration number 556064-1770, (the "PRESSURE SYSTEMS STOCK PURCHASE AGREEMENT"), and any Issuing Lender Losses with respect to any Flakt Contact Claims, as defined in the Pressure Systems Stock Purchase Agreement, none of which shall be subject to any Threshold Amount, the indemnified party shall be entitled to indemnification only if the total aggregate Losses under the Transaction Agreements exceed Two Hundred Fifteen Thousand US Dollars (US$215,000) (the "THRESHOLD AMOUNT"). Once the Threshold Amount has been exceeded, the indemnified party shall be entitled to indemnification for all amounts above the Threshold Amount. Except for any Losses related to or arising from breaches of any representations or warranties regarding accounts receivable or taxes, ABB's covenant regarding product liability claims coverage contained in the Pressure Systems Stock Purchase Agreement, and any Losses with respect to any Flakt Contract Claims, none of which shall be subject to any limitation of liability, the total aggregate amount which the indemnified parties under the Transactions Agreements shall be entitled to be indemnified under the Transactions Agreement will not exceed the Letter thirty percent (30%) of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior purchase price pursuant to the Revolving Credit Maturity Date; (iv) unless such Letter Transaction Agreements. The sole remedy of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness Buyer and ABB for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms breaches of this Agreement shall control; (vii) unless such Letter be claims made in accordance with and subject to the limitations of Credit is (A) governed this Article IV. This Agreement, the Pressure Systems Stock Purchase Agreement and the Asset Purchase Agreement by and among an ABB entity or entities which own the Uniform Customs intellectual property rights used in ABB Pressure Systems AB's business and Practice for Documentary Credits (1993 Revision), an entity to be designated or formed by Flow International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) Corporation together are the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lender"TRANSACTION AGREEMENTS".

Limitations. Notwithstanding (a) Except as otherwise specifically provided for herein, the foregoingrights and remedies of the parties under this Section shall be the sole and exclusive remedy for breaches of this Agreement. (b) The Seller shall not be liable for breaches of its representations, warranties and covenants contained in this Agreement pursuant to Section 9.2 until Buyer has suffered aggregate losses in excess of $250,000, after which point, the Seller shall only be obligated to indemnify the Buyer against further losses in excess of such amount. (c) Except as set forth in the immediately succeeding sentence, the aggregate liability of the Seller for all claims arising from breaches of Seller's representations, warranties and covenants contained in this Agreement pursuant to Section 9.2 shall not exceed $5,000,000 (it being understood (i) that, except with regard to FRT Claims payments, all payments made by Seller's products liability policies covering any period prior to the Closing Date shall be deemed a payment by the Seller for purposes of this limitation and (ii) that once the aforesaid $5,000,000 has been exhausted, Buyer and/or the Company shall not be precluded from pursuing amounts in excess of $5,000,000 from insurers with regard to policies applicable to the Company, to the extent available). The limitation of liability set forth in the immediately preceding sentence shall not apply to a breach of representations and warranties contained in Section 3.1 or 3.2. (d) In no Letter event shall Seller be liable pursuant to Section 9.2 for any losses or damages that are consequential, in the nature of Credit lost profits, diminution in value, damage to reputation or the like, special or punitive or otherwise not actual losses or damages. (e) The amount of losses or damages for which indemnification is sought under Section 9.2 shall be reduced by any recoveries which the indemnified party actually receives or gets the benefit of by virtue of a payment directly to a claimant under insurance policies or actually received payments from third parties or any tax benefits actually received, but the foregoing shall not preclude a valid indemnification obligation arising pending an insurance determination. To the extent Seller makes an indemnity payment, Seller will be issuedsubrogated to Buyer's rights under insurance policies and against third parties related to such payment, increased, and Buyer will reasonably cooperate in efforts to facilitate collections by Seller. (f) With respect to the Seller's indemnity in Section 9.2(c) for any product liability claim against the Company for any products sold by the Company or extendedits predecessors prior to the Closing Date other than FRT claims referenced in Section 9.5(a) (an "Indemnified Product Liability Claim") the following further limitations shall apply: (i) The Buyer and the Company shall defend, indemnify and hold harmless the Seller, its affiliates and their insurers (Aincluding insurers of the Company under policies maintained by the Seller or its affiliates) if such issuanceagainst all claims, increasedamages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any legal, accounting or extension would cause the Letter other expenses for investigating or defending any actions or threatened actions) arising out of Credit Exposure or related to exceed the Aggregate Letter of Credit Sublimit any third-party bodily injury or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued property damage caused by any Issuing Lender to exceed product sold by the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion);Company after the Closing Date. (ii) if The Buyer and the Company shall defend, indemnify and hold harmless the Seller, its affiliates and their insurers (including insurers of the Company under policies maintained by the Seller or its affiliates), and the Seller shall defend, indemnify and hold harmless the Buyer, the Company, and their insurers, against all claims, damages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any legal, accounting or other expenses for investigating or defending any actions or threatened actions) arising out of or related to any third-party bodily injury or property damage caused by any product sold by the Company or its predecessors prior to the Closing Date based upon the percentage each party bears of the Exposure Period, as hereafter defined. "Exposure Period" shall mean (i) for claims for third-party property damage relating to release or discharge of hazardous substances, the period from the date of installation of the product through the date the Company is notified in writing of the claim of such issuancethird party, increase(ii) for claims for third-party injury relating to exposure to hazardous substances, or extension would cause including bodily injury, the Revolving Outstanding Amount to exceed period from the aggregate Revolving Commitments; date of first exposure through the date the Company is notified in writing of the claim of such third party and (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby for other third-party property damage or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreementinjury claims, the terms occurrence date of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 damage or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderinjury.

Limitations. The parties' rights to indemnification pursuant to this Article IX are subject to the following limitations: (a) All of the representations and warranties contained in Articles III and IV shall survive the Closing and shall continue in full force and effect until the eighteen (18) month anniversary of the Closing Date; provided, that if at the stated expiration of any representation and warranty there shall be pending any indemnification claim by an Indemnified Party, such Indemnified Party shall continue to have the right to seek such indemnification with respect to such claim notwithstanding such expiration. All covenants set forth in this Agreement shall survive the Closing without expiration. (b) Except as provided elsewhere herein, no Purchaser Warranty Claim may be made against Seller unless and until the sum of (i) the aggregate of all Damages with respect to Purchaser Warranty Claims plus (ii) the aggregate of all Damages with respect to "Purchaser Warranty Claims" under the YFC Purchase Agreement shall exceed $150,000 (the "Purchaser's Threshold"), in which case Seller shall be required to pay or be liable only for Damages in excess of the Purchaser's Threshold. (c) No Seller Warranty Claim may be made against Purchaser unless and until the sum of (i) the aggregate of all Damages with respect to Seller Warranty Claims plus (ii) the aggregate of all Damages with respect to "Seller Warranty Claims" under the YFC Purchase Agreement shall exceed $150,000 (the "Seller's Threshold"), in which case Purchaser shall be required to pay or be liable only for Damages in excess of the Seller's Threshold. ASSET PURCHASE AGREEMENT (YBL) EXECUTION VERSION (d) Seller's maximum aggregate liability to Purchaser for Purchaser Warranty Claims shall not exceed an amount equal to (i) $2,000,000 minus (ii) the aggregate of all Damages with respect to "Purchaser Warranty Claims" under the YFC Purchase Agreement. (e) Purchaser's maximum aggregate liability to Seller for Seller Warranty Claims shall not exceed an amount equal to (i) $2,000,000 minus (ii) the aggregate of all Damages with respect to "Seller Warranty Claims" under the YFC Purchase Agreement. (f) For purposes of this Article IX, in computing such individual or aggregate amounts of claims, the amount of each claim shall be deemed to be an amount (i) net of any tax benefit actually realized by the Indemnified Party or any Affiliate thereof by reason of the Damage which is the subject of such claim and (ii) net of any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Indemnified Party or any Affiliate from any third party with respect thereto. If such insurance proceeds or any indemnity, contribution or other similar payment is received by the Indemnified Party after the date on which the Indemnifying Party has paid such indemnification claim, the Indemnified Party shall, no later than five (5) days after the receipt of such insurance proceeds or any indemnity, contribution or other similar payment, reimburse the Indemnifying Party in an amount equal to such insurance proceeds or any indemnity, contribution or other similar payment (but in no event in an amount greater than the Damages theretofore paid to the Indemnified Party by the Indemnifying Party). (g) Each party hereto hereby acknowledges and agrees that its sole and exclusive remedy with respect to any and all post-Closing claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article IX. In furtherance of the foregoing, each party hereto hereby waives, to the fullest extent permitted under applicable Law, any and all other post-Closing rights, remedies, claims and causes of action of any kind or nature it may have against the other parties hereto arising under or based upon any Law (including any such post-Closing rights, claims or causes of action arising under or based upon common law or otherwise). Each party hereto agrees that any and all post-Closing claims by it against any other party hereto arising out of or related to the breach of any representation, warranty, covenant or agreement contained herein shall be limited exclusively to claims made in accordance with, and subject to the limitations of, this Article IX and that such party's sole remedy shall be money damages. Notwithstanding the foregoing, no Letter each party acknowledges that the covenants of Credit Section 10.2 are of the essence of this Agreement and that money damages will be issueddifficult to calculate and may not provide adequate compensation in connection with an actual or threatened breach of such Section and that the provision of Section 10.2 are reasonable limitations and necessary to protect the business interests of the respective parties. Accordingly, increasedthe parties agree that they each shall be entitled to enforce by injunction or other equitable relief the due and proper performance and observance of the provisions of Section 10.2 and, in addition, shall be entitled to pursue any allowable remedies at law or extended:equity, including the recovery of money damages. If any provisions of Section 10.2 shall for any reason be held to be excessively broad as to time, duration, geographic scope, activity or subject, it shall ASSET PURCHASE AGREEMENT (YBL) EXECUTION VERSION be enforceable to the maximum extent compatible with then-applicable laws. Finally, notwithstanding the provisions of this Section 9.3(g) or any other provisions contained herein to the contrary, Purchaser and Seller shall have the right to seek specific performance of the obligations of the other under Section 2.1 in addition to any other remedies it may have for money damages or otherwise at law or in equity. (h) Notwithstanding anything herein to the contrary, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of any party hereto, after the Closing, to rescind this Agreement or any of the Transactions. (i) (A) if No party hereto shall have any liability under any provision of this Agreement for any Damages to the extent that such issuance, increase, Damages relate to actions taken or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued not taken by any Issuing Lender other party hereto or its Affiliates after the Closing or by Northland Holdings or its Affiliates after April 8, 2004. In no event shall any party hereto be liable for consequential or punitive damages (except for (i) consequential or punitive damages paid or payable by an Indemnified Party to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); a third party and (ii) if penalties under any Law). Each party hereto shall take all reasonable steps to mitigate all Damages upon and after becoming aware of any event which could reasonably be expected to give rise to such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments;Damages indemnifiable by any other party hereto. (iiij) unless No Indemnifying Party's liability for fraud or willful misconduct shall be limited by the provisions of this Section 9.3. No Indemnifying Party shall be liable to any Person hereunder for Damages attributable to such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date;Person's fraud or willful misconduct. (ivk) unless such Letter Seller's liability for a breach of Credit is a standby or commercial letter Section 3.9 (employee benefit matters) shall not be limited by the provisions of credit not supporting the repayment of indebtedness for borrowed money of any Person;Section 9.3(b). (vl) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of Notwithstanding any Letter of Credit Application conflicts with the terms other provision of this Agreement, the terms Purchaser acknowledges and agrees that it shall have no recourse to any member, manager, officer, employee or agent of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) Seller with respect to such Defaulting Lender or Potential Defaulting Lenderthe indemnification obligations of Seller under this Article IX.

Limitations. Notwithstanding (a) Subject to Section 10.5(e), if the foregoingClosing occurs and if the DE Closing occurs, no Letter of Credit Sellers (excluding DIA if the DE Closing occurs) will be issued, increasedhave liability under this Agreement (other than with respect to any claim based on fraud, or extended:any claim arising from or in connection with or relating to any of the Excluded Liabilities or, after the DE Closing, the DIA Excluded Liabilities or the Focus DE Excluded Liabilities as described in the Agreement and Plan of Merger, or any breach of any of the Specified Representations, it being agreed that any such claim may be brought at any time prior to the expiration of the applicable statute of limitations), only if on or before the one year anniversary of the Closing (except for claims under AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (FOCUS) – Page 57 the Agreement and Plan of Merger, which shall be before the one year anniversary of the DE Closing), a Purchaser Indemnified Person notifies the Seller Representative of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Purchaser Indemnified Person. (b) Subject to Section 10.5(e), if the Closing occurs and if the DE Closing occurs, Purchaser will have liability under this Agreement (other than with respect to any claim based on fraud, or any claim arising from or in connection with any of the Assumed Liabilities or, after the DE Closing, the Focus DE Assumed Liabilities or the DIA Retained Liabilities as described in the Agreement and Plan of Merger, it being agreed that any such claim may be brought at any time prior to the expiration of the applicable statute of limitations), only if on or before the one year anniversary of the Closing (except for claims under the Agreement and Plan of Merger, which shall be before the one year anniversary of the DE Closing), the Seller Representative notifies Purchaser of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by any Seller (excluding DIA if the DE Closing occurs). (c) All indemnification payments pursuant to this Article 10 shall be paid by the indemnifying party net of any net Tax benefits or insurance benefits that are actually received by the Party indemnified hereunder with respect to the claim in question (taking into account any tax or other consequences arising from the payment of the claim, the receipt of the indemnification payment, or the receipt of any insurance benefits). (d) Notwithstanding anything to the contrary contained in this Article 10, Sellers (excluding DIA if the DE Closing occurs) shall have no obligation to make any payments to any Purchaser Indemnified Person pursuant to Section 10.2 (other than from the escrow account established pursuant to the Closing Date Escrow Agreement) unless and until the escrow account established pursuant to the Closing Date Escrow Agreement shall be exhausted by (i) (A) if such issuancedistributions or payments made under the Closing Date Escrow Agreement, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increasethe amount of claims made by Purchaser under the Closing Date Escrow Agreement pending resolution thereunder, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter any combination of Credit has an expiration date not later than five Business Days prior the matters referred to in the preceding clauses (i) or (ii). (e) Except for (i) post-closing covenants contained in Section 4.4, Article 9, Article 11 or Article 12 hereof or in the corresponding provisions of the Agreement and Plan of Merger, (ii) obligations pursuant to the Revolving Credit Maturity Date; Closing Date Escrow Agreement, the Noncompetition Agreements, or the Right of First Refusal Agreements, and (iviii) unless such Letter of Credit is a standby claims based on fraud, in each case as to which the limitations in Sections 10.5(a), 10.5(b), and 10.5(d) shall not apply and as to which the Parties shall have all remedies available to them at law or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided thatequity, if the terms Closing occurs and if the DE Closing occurs, the sole and exclusive remedy of the parties hereto for any breach or nonperformance of any Letter of Credit Application conflicts with the terms of this Agreement, the terms provision of this Agreement or the Agreement and Plan of Merger shall control;be the indemnification provided by this Article 10. (viif) unless such Letter of Credit is Notwithstanding any other provision contained herein to the contrary, no Purchaser Indemnified Person or Seller (Aexcluding DIA if the DE Closing occurs) governed by the Uniform Customs and Practice shall be entitled to indemnification under Section 10.2(a) or Section 10.3(a) for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 Damages arising from or any successor to such publication, in case connection with a breach of a commercial letter representation or warranty if such Indemnified Person had actual knowledge of credit and (B) such breach at any time on or before the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderrespective closing.

Limitations. Notwithstanding (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the foregoing, no Letter of Credit will be issued, increased, or extended: (i) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure facts and circumstances with respect to Letters the subject matter of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, claim or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days Action on or prior to the Revolving Credit Maturity Date;date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 11.1, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date; provided that the failure of the indemnified party to provide reasonable details of the facts and circumstances with respect to the subject matter of such claim or Action shall not relieve the indemnifying party of its obligations under Article XI. (ivb) Notwithstanding any other provision of this Agreement, no Losses may be claimed under Section 11.2(a) (other than with respect to Sections 4.2 (Authorization; Enforceable Agreement), 4.6 (other than the last sentence) (Capitalization), the first, fourth and fifth sentences of Section 4.7(a) (Subsidiaries), Section 4.7(b), Section 4.7(c) and 4.17 (Authority to Cancel Capital Stock)) or 11.4(a) (other than with respect to Sections 5.2 (Authorization; Enforceable Agreement), 5.6 (Valid Issuance of Buyer Stock) and 5.7 (Capitalization)) by any Indemnified Party or shall be reimbursable by or shall be included in calculating the aggregate Losses in determining the Threshold Amount other than Losses in excess of $25,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances. (c) Notwithstanding any other provision in this Agreement, the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of all such Letter individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 11.2(a) exceeds $1,300,000 (the “Threshold Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification with respect to such Losses in excess of Credit is a standby or commercial letter the Threshold Amount; provided, however, that the Threshold Amount shall not apply to Losses due to breaches of credit not supporting the repayment of indebtedness for borrowed money of any Person;Company Fundamental Representations. (vd) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of Notwithstanding any Letter of Credit Application conflicts with the terms other provision of this Agreement, the terms maximum amount of indemnifiable Losses which may be recovered by the Buyer Indemnifying Parties arising out of or resulting from the causes set forth in Section 11.2 shall be an amount equal to the $16,000,000 (the “Cap”). (e) Notwithstanding any other provision of this Agreement Agreement, (i) the Buyer shall control; (viinot have any obligation to indemnify any Stockholder Indemnified Party pursuant to Section 11.4(a) unless such Letter and until, and only to the extent that, the aggregate amount of Credit is (Aall individual Losses incurred or sustained by all Stockholder Indemnified Parties with respect to which the Stockholder Indemnified Parties are entitled to indemnification under Section 11.4(a) governed by exceeds the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publicationThreshold Amount, in case of a commercial letter of credit and (B) which event, the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may Buyer shall be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) liable only with respect to such Defaulting Lender Losses in excess of the Threshold Amount; provided, however, that the Threshold Amount shall not apply to Losses due to breaches of the Buyer Fundamental Representations. The aggregate liability of the Buyer to indemnify the Stockholder Indemnified Parties for Losses under Section 11.4 shall in no event exceed an amount equal to the Cap. (f) No party hereto shall have any liability under Article XI for any (i) punitive damages (except to the extent payable by an Indemnified Party to a third party) or Potential Defaulting Lender(ii) incidental, consequential, special or indirect damages, including loss for diminution of value or loss of future revenue or income, relating to the breach or alleged breach of this Agreement or any Transaction Agreement, in each case included in this clause (ii), to the extent arising from special or unique circumstances relating to the Indemnified Party that could not be reasonably foreseen; provided, however, that the limitation in clause (ii) regarding reasonable foreseeability shall be disregarded when determining the amount of any Loss based upon, arising out of or incurred as a result of any breach of, or any inaccuracy in the representation and warranty in Section 4.35 of this Agreement.

Limitations. Notwithstanding the foregoing, no Letter of Credit will be issued, increased, or extended: (i) (A) if such issuanceTo the extent that any Buyer Group Member seeks indemnification under this Section 10.5 relating to the presence or Release of any ------------ Contaminant at, increaseon or beneath the Facility, or extension would cause at any adjacent property or surface water to the Letter extent within the scope of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit Remedial Work and the Environmental Escrow has terminated or (B) if such issuancecontains insufficient funds, increasethe parties agree that indemnified costs will be shared as follows, or extension would cause based on the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed date the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion);Claim Notice is submitted: 12 Month Period Shareholders' Buyer's ---------------- ------------- ------- Following Closing Share Share ----------------- ----- ----- 1-7 100% 0 8-12 75% 25% 13-15 50% 50% 16+ 0 100% -54- (ii) if such issuanceShareholders' indemnity obligations shall not include that portion of any Losses or Expenses to the extent attributable to any acts of any Buyer Group Member or any of their representatives which aggravates any pre-existing environmental condition on or after the Closing. To the extent that any actual or proposed demolition, increaseremodeling, expansion, modification, construction, replacement or similar activity ("Renovation") ---------- at the Facility by or at the direction of Buyer or any Buyer Group Member, or extension any change in use of the Facility from its current industrial use on or after the Closing, gives rise to any increase in Losses or Expenses that would cause otherwise be indemnifiable hereunder, Buyer agrees that, notwithstanding the Revolving Outstanding Amount existence of the Environmental Escrow or the sharing formula specified in Section 10.5(e)(i), Shareholders' share of such ------------------ incremental cost shall be 50% if related to exceed Renovation, or 0% if related to a change from industrial use; provided however, that Renovation, for ---------------- purposes of this subclause (ii), shall not include any work performed to complete the aggregate Revolving Commitments;building addition initiated by the Company or its Affiliates prior to Closing to provide for an additional anodizing line and expected to be completed in May 1999. (iii) unless such Letter Shareholders' environmental indemnity under this Section 10.5 ------------ shall terminate on the fifteenth anniversary of Credit has an expiration date not later than five Business Days the Closing and, thereafter, no claim by any Buyer Group Member may be made pursuant to this Section 10.5, and the Shareholders shall have no obligation to undertake or ------------ continue to perform or pay for the Remedial Work or any other Loss or Expense relating to environmental conditions at, on or beneath the Facility, or at any adjacent property or surface water to the extent within the scope of the Remedial Work, after the fifteenth anniversary of Closing; provided however, that Shareholders' indemnity obligations shall continue ---------------- with respect to any other indemnifiable Losses or Expenses of which any Buyer Group Member have notified Shareholders in accordance with the requirements of Section 10.3 on or prior to the Revolving Credit Maturity Date; (iv) unless fifteenth anniversary of ------------ Closing, as to which the obligation of the Shareholders shall continue until the liability of the Shareholders has been determined pursuant to this Article X and the Shareholders shall have reimbursed all Buyer Group Members for the full amount of such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is Loss and Expense in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts accordance with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lender.Article X. ---------

Limitations. Notwithstanding the foregoing, no Letter of Credit will be issued, increased, or extended: (i) (A) if such issuanceFor the avoidance of doubt, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued any indemnification payments for which the Stockholder Indemnifying Parties shall be liable pursuant to Section 7.10(a), such payments shall be made in accordance with the Merger Consideration Allocation Percentages multiplied by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion);each Stockholder’s respective Pro Rata Share. (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount The Stockholder Indemnifying Parties shall not be liable to exceed any Buyer Indemnified Person for indemnification under Section 7.10(a)(i) until the aggregate Revolving Commitments;amount of all Losses in respect of indemnification under Section 7.10(a)(i) exceeds One Hundred Thousand Dollars ($100,000), in which event the Stockholder Indemnifying Parties shall be required to pay or be liable for Losses in excess of Fifty Thousand Dollars ($50,000) (the “Hybrid Deductible”); provided, however, the Hybrid Deductible shall not apply to any inaccuracy or breach of Fundamental Representations or Fraud Claims. (iii) unless To the extent any claim for indemnity by a Buyer Indemnified Person is satisfied with Buyer Common Stock, the Parties shall treat the value of such Letter shares of Credit has an expiration date not later than five Business Days prior Buyer Common Stock as being equal to the Revolving Credit Maturity Date;Average Price as of the date of such payment. For the avoidance of doubt, the Stockholders shall have the right to satisfy any claims for indemnity by a Buyer Indemnified Person in any combination of cash and Buyer Common Stock. (iv) unless such Letter Except as otherwise expressly provided in this Agreement, the maximum aggregate amount of Credit is a standby indemnification payments for which the Stockholder Indemnifying Parties will have liability to the Buyer Indemnified Persons, other than with respect to Fundamental Representations, Excluded Taxes, the representations set forth in Section 4.25, or commercial letter of credit Fraud Claims, will not supporting the repayment of indebtedness for borrowed money of any Person;exceed Seven Hundred Thousand Dollars ($700,000). (v) unless such Letter of Credit is Notwithstanding anything to the contrary in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms maximum aggregate amount of indemnification payments for Losses related to (i) the representations set forth in Section 4.25 will not exceed Two Million One Hundred Thousand Dollars ($2,100,000) and (ii) Excluded Taxes, Fundamental Representations, Fraud Claims, and any breach of or default in connection with any of the covenants and agreements made by the Company or any Stockholder in this Agreement shall control; will not exceed the Merger Consideration, at its value as of the Closing Date (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision“Cap”), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lender.

Limitations. Notwithstanding the foregoing, no Letter of Credit will (a) No indemnity shall be issued, increased, or extended: (i) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior payable to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Purchaser Indemnified Parties under Section 2.17(a)(iv)10.2(a) with respect to any claim resulting from any breach or inaccuracy of any representation or warranty, unless and until the aggregate of all Losses due from Newpark, DFI and/or Newpark Texas exceeds $1,500,000 (the “Deductible”), in which event all Losses so due in excess of the Deductible shall be paid in the aggregate by Newpark, D▇▇ ▇▇▇/▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇; provided, that the aggregate amount payable by Newpark, DFI and Newpark Texas for all claims arising under this Agreement shall not exceed 33% of the Purchase Price. Notwithstanding anything to the contrary contained in this Agreement, neither Newpark, DFI nor Newpark Texas shall be required to indemnify any Purchaser Indemnified Party with respect to any Loss (or series of related Losses) incurred by or asserted by reason of any breach of any representation or warranty contained in this Agreement if the Loss (or series of related Losses) from such Defaulting Lender breach is less than (i) $75,000, if such Loss is incurred before such time as the aggregate amount of all Losses due from Newpark exceeds the Deductible, and (ii) $30,000 if such Loss is incurred after such time as the aggregate amount of all Losses due from Newpark exceeds the Deductible (the “Minimum Claim Amount”), nor shall any Losses less than the Minimum Claim Amount be included for purposes of calculating whether the Deductible has been exceeded. The limitations set forth in this Section 10.5(a) shall not apply with respect to (i) any amounts payable under Section 2.4 or Potential Defaulting LenderLosses arising under Section 10.2(b), Section 10.2(c), or Section 10.2(d) (except as otherwise indicated in Section 10.2(d) of the Newpark Disclosure Schedule), (ii) any breach of Section 5.12, and/or (iii) any acts of willful misconduct or fraud. (b) No indemnity shall be payable to the Newpark Indemnified Parties under Section 10.3(a) with respect to any claim resulting from any breach or inaccuracy of any representation or warranty, unless and until the aggregate of all Losses due from Purchaser and CCS exceeds the Deductible, in which event all Losses so due in excess of the Deductible shall be paid in full by Purchaser and/or CCS; provided, that the aggregate amount payable by Purchaser and CCS for all claims arising under this Agreement shall not exceed 33% of the Purchase Price. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser nor CCS shall be required to indemnify any Newpark Indemnified Party with respect to any Loss (or series of related Losses) incurred by or asserted by reason of any breach of any representation or warranty contained in this Agreement if the Loss (or series of related Losses) from such breach is less than the Minimum Claim Amount, nor shall any Losses less than the Minimum Claim Amount be included for purposes of calculating whether the Deductible has been exceeded. The limitations set forth in this Section 10.5(b) shall not apply with respect to (i) any amounts payable under Section 2.4 or Losses arising under Section 10.3(b), and/or (ii) any acts of willful misconduct or fraud.

Limitations. Notwithstanding the foregoing, no Letter subject to the Company’s compliance with its obligations under Section 4 hereof, (x) the Company shall not be obligated to take any action to effect any Demand Registration during the period commencing with the Company’s issuance of Credit will be issued, increaseda notice of a proposed registration of an underwritten offering of equity securities (or the filing of an initial prospectus supplement to a registration statement for an underwritten offering of equity securities) of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form, or extended: on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Stockholder pursuant to Section 4(a) hereof, continuing while the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) (A60 days immediately following the Company’s issuance of the notice of such proposed registered underwritten offering pursuant to Section 4(a) if hereof, unless, within such issuance60-day period, increasethe Company shall have filed the registration statement or prospectus supplement for such proposed underwritten offering, or extension would cause shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Letter of Credit Exposure Securities Act thereby enabling the Stockholder to exceed sell its Registrable Securities then registered pursuant to the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); Demand Registration; (ii) if the abandonment, cessation or withdrawal of such issuance, increase, proposed registered underwritten offering; or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter 90 days immediately following the effective date of Credit has an expiration date not later than five Business Days prior the registration statement or amendment to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable registration statement pertaining to such Issuing Lender in its sole discretion; (vi) unless underwritten offering or, if applicable, 90 days immediately following the Borrowers have delivered date of the final prospectus supplement to a registration statement pertaining to such Issuing Lender underwritten offering; and (y) the Company shall not be obligated to effect any Demand Registration for any Registrable Securities if a completed Shelf Registration Statement is then effective, and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed Shelf Registration Statement may be utilized by the Uniform Customs Stockholder for the offering and Practice for Documentary Credits (1993 Revision), International Chamber sale of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published all Registrable Securities then held by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time Stockholder without a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderrequirement under SEC rules and regulations for a post-effective amendment thereto.

Limitations. Notwithstanding the foregoing, no Letter Enron shall not be obligated to issue a Put Option or Call Option or perform under any Put Option or Call Option if (a) an Event of Credit will be issuedDefault has occurred and is continuing under the Transaction Documents, increased(b) the consummation thereof would otherwise cause HSI to exceed the Inventory Cap (as defined below), (c) HSI fails to order the Commodity which is the subject of the corresponding Commodity Purchase, or extended: (d) the Commodity purchased under the corresponding Commodity Purchase is not delivered to the appropriate HSI Facility. The "Inventory Cap" as used herein shall be deemed to be exceeded if (after taking into account the Commodity to be purchased under the proposed Transaction) either the Inventory Volume Cap or the Inventory Credit Cap is exceeded. The "Inventory Volume Cap" shall be exceeded if the number of Tons subject to all open Transactions (the "Outstanding Tons") including all Call Option and Put Options and all open Transactions under the Inventory Management Agreement for Phase II exceeds the greater of (i) 400,000 Tons or (ii) the total Tons purchased by HSI under all Call Options during the preceding 12 month period divided by three (3). The "Inventory Credit Cap" shall be exceeded if the sum of (A) if such issuance, increase, the amount paid or extension would cause payable by Enron with respect to the Letter of Credit Exposure Outstanding Tons (excluding the amount paid or payable with respect to exceed the Aggregate Letter of Credit Sublimit or unexercised Put Options) plus (B) if such issuance, increase, or extension would cause any other amounts owed under the Letter of Transaction Documents other than principal and interest due under the Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderexceeds $55,000,000.

Limitations. Notwithstanding the foregoingprovisions set forth above, no Letter of Credit will the Sellers shall not be issued, increased, liable to the Buyer for any Loss under Section 10.2(i) or extended: (i) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless and until the total of all Losses sustained or incurred by the Buyer pursuant to Sections 10.2(i) and (iii) (excluding amounts received from the Company's insurers for all such Letter Losses), shall equal or exceed $200,000; provided, however, that once this threshold is met, (w) all Losses from dollar one up to $4,000,000 (excluding amounts received from the Company's insurers for all such Losses) shall be the liability of Credit has an expiration date the Sellers and shall be recoverable by the Buyer from the Sellers, (x) the next $4,000,000 worth of Losses (excluding amounts received from the Company's insurers for all such Losses) shall be the liability of the Buyer and shall not later than five Business Days prior be recoverable from the Sellers, (y) the next $4,000,000 worth of Losses (excluding amounts received from the Company's insurers for all such Losses) shall be the liability of the Sellers and shall be recoverable by the Buyer from the Sellers, and (z) any Losses in excess of $12,000,000 (excluding amounts received from the Company's insurers for all such Losses) shall be the liability of the Buyer and shall not be recoverable from the Sellers. Notwithstanding the provisions set forth above, the Buyer shall not be liable to the Revolving Credit Maturity Date; Sellers for any Loss under Section 10.3(i) or (iviii) unless such Letter and until the total of Credit is a standby all Losses sustained or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed incurred by the Uniform Customs Sellers pursuant to Sections 10.3(i) and Practice (iii) (excluding amounts received from the Sellers' insurers for Documentary Credits (1993 Revisionall such Losses), International Chamber shall equal or exceed $200,000; provided, however, that once this threshold is met, (w) all Losses from dollar one up to $4,000,000 (excluding amounts received from the Sellers' insurers for all such Losses) shall be the liability of Commerce Publication No. 500 or any successor to the Buyer and shall be recoverable by the Sellers from the Buyer, (x) the next $4,000,000 worth of Losses (excluding amounts received from the Sellers' insurers for all such publicationLosses) shall be the liability of the Sellers and shall not be recoverable from the Buyer, in case (y) the next $4,000,000 worth of a commercial letter Losses (excluding amounts received from the Sellers' insurers for all such Losses) shall be the liability of credit the Buyer and shall be recoverable by the Sellers from the Buyer, and (Bz) any Losses in excess of $12,000,000 (excluding amounts received from the International Standby Practices 1998 published by Sellers' insurers for all such Losses) shall be the Institute liability of International Banking Law & Practice (or such later version thereof as may the Sellers and shall not be recoverable from the Buyer. The limitations set forth in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to this Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lender.10.5 shall

Limitations. Notwithstanding (a) Except as provided in Section 6.3(e), after the foregoingClosing, the Participating Holders shall not be liable to indemnify any Indemnified Party for money damages pursuant to Section 6.2 in an aggregate amount in excess of the Escrow Amount, no Letter Participating Holder shall be liable to indemnify any Indemnified Party for money damages pursuant to Section 6.2 in an aggregate amount in excess of Credit will such Participating Holder’s pro rata share of the Escrow Amount, and the Escrow Amount shall be issuedthe sole and exclusive remedy for any Losses for which the Indemnified Parties are entitled to be indemnified pursuant to Section 6.2. No indemnification claim under Section 6.2(a) may be made against the Escrow Amount for any individual claim for Losses of less than $20,000 (the “Threshold”), increasednor until the aggregate dollar amount of Losses for all claims that individually equal or exceed the Threshold equal or exceed $1,000,000 (the “Basket”), after which Parent shall be indemnified for all Losses in excess of $500,000, up to an aggregate amount equal to the Escrow Amount; provided that the limitations set forth in this sentence shall not apply to a claim relating to the capitalization set forth in Allocation Certificate or extended:a breach of the representations and warranties set forth in Sections 2.1 (first and second sentences thereof only), 2.2 or 2.24. For purposes of this Article VI, all representations and warranties of the Company in Article II (other than Sections 2.9(u) and 2.34) shall be construed as if the terms “material” and “in all material respects” (and variations thereof) and any reference to “Company Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. (ib) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure No indemnification shall be payable to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure an Indemnified Party with respect to Letters claims asserted by such Indemnified Party pursuant to Section 6.2 after 5:00 P.M. Eastern time on the 18-month anniversary of Credit issued by the Closing Date, except that, in all cases, with respect to any Issuing Lender to exceed the Letter claim of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior which any Indemnified Party shall have provided written notice to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is Stockholder Representative in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts accordance with the terms of this Agreement prior to such termination. (c) There shall be no liability of the Participating Holders or with respect to the foregoing indemnification obligations under any provision of this Agreement for any punitive damages (except punitive damages payable to a third party). The amount of Losses recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall be reduced by the amount of any payment received by such Indemnified Party, with respect to the Losses to which such indemnity claim relates, from an insurance carrier; provided that Parent is not obligated for any retroactive premium under the applicable insurance policy. An Indemnified Party shall use commercially reasonable efforts to pursue insurance claims to which it may be entitled in connection with any Losses it incurs, provided that Parent shall not be required to pursue any litigation or similar remedy against any insurance carrier. (d) Any liability for indemnification under Section 6.2 shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. The Indemnified Parties shall use commercially reasonable efforts to mitigate Losses for which indemnification may be claimed by them pursuant to this Agreement to the extent required to do so by applicable Law. (e) Notwithstanding anything to the contrary in this Article VI, the limitations set forth in this Article VI shall not apply with respect to (i) fraud, intentional misrepresentation or willful breach or misconduct, or (ii) any equitable remedy, including a preliminary or permanent injunction or specific performance. (f) Except as set forth in Section 6.3(e), Parent, Merger Sub, Merger LLC and the Indemnified Parties agree that, after the Closing, the sole and exclusive remedy for money damages for any matters relating to this Agreement, the terms Escrow Agreement and any certificate or instrument delivered pursuant hereto shall be the rights to indemnification set forth in this Article VI. (g) Notwithstanding anything to the contrary herein, (i) the aggregate liability of Parent and its Affiliates for breach of any representation or warranty set forth in Article III hereof or in any certificate delivered pursuant to this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit not exceed $33.0 million and (Bii) neither Parent nor any of its Affiliates shall be liable for any individual claim for Losses until the International Standby Practices 1998 published by aggregate dollar amount of Losses for all claims in excess of the Institute Threshold exceed the Basket, after which Parent shall be liable for Losses in excess of International Banking Law & Practice (or such later version thereof as may be in effect at $500,000; provided, however, that the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) limitations set forth herein shall not apply with respect to such Defaulting Lender or Potential Defaulting Lenderthe liability of Parent for any claims arising under Section 10(b) under the Exchange Act and any rules and regulations promulgated thereunder.

Limitations. Notwithstanding 8.1 This Clause 8 limits the foregoingliability of the Seller, no Letter as specified, in relation to Claims but shall not apply to any Claim: (a) which is the consequence of Credit will or involves fraud, dishonesty or wilful concealment by or on behalf of the Seller; or (b) under paragraphs 1 or 2 of Schedule 3. ler shall not be issuedliable for a Claim unless the Buyer has given the Seller Claim, increasedspecifying (in reasonable detail and to the extent then possible) m and the amount claimed: in the case of a Tax Related Claim, within the period of [seven years] f Completion; or extendedin the case of a Warranty Claim (excluding a Tax Warranty Claim), with of 24 months following Completion. gregate maximum liability of the Seller for all and any Claims when take an amount equal to the Consideration. yer: shall not be entitled to recover any amount in respect of any Warranty the amount of such Warranty Claim (together with any connected Warr exceeds £[AMOUNT], in which event the whole of such amount shall b and not merely the excess over £[AMOUNT]; and shall not be entitled to recover any amount in respect of any Warranty the amount of such Warranty Claim, when aggregated with the Seller’s other Warranty Claims, exceeds £[AMOUNT], in which event the whole amount shall be recoverable and not merely the excess over £[AMOUN ler shall not have any liability in respect of any Warranty Claim: to the extent that any specific allowance, specific provision or specific r made in the Completion Accounts in respect of the matter or circumsta to the Warranty Claim; to the extent that such liability would not have arisen but for any volun omission of the Company carried out after Completion which the Buyer reasonably to have known would give rise to such liability and where a course of action was available to the Company but excluding any act: (i) (A) if such issuance, increase, carried out pursuant to a legally binding obligation of the Comp or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit entered into on or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion);before Completion; or (ii) if pursuant to an obligation imposed by any Law or any reporting practice or requirement in force at Completion; to the extent that such issuance, increase, liability arises as a result of any increase in rate after Completion with retrospective effect or extension would cause of any change in Law (incl decision of any court or tribunal) or any published practice or concessio 8.2 The Sel written notice of such the Revolving Outstanding Amount to exceed nature of the aggregate Revolving Commitments;Clai (iiia) ollowing (b) in the period 8.3 The ag n together shall be 8.4 The Bu (a) Claim unless anty Claims) e recoverable (b) Claim unless liability for of such Letter T]. 8.5 The Sel (a) eserve was nce giving rise (b) tary act or knew or ought n alternative any incurred or accounting (c) s of Credit has an expiration date not later than five Business Days prior Tax made ▇▇▇▇▇ a n of any Tax (d) to the Revolving Credit Maturity Date; (iv) unless extent that such Letter of Credit is liability arises as a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money result of any Person; (v) unless change after Completion in the bases, methods or policies of accounting of the Company save where such Letter of Credit change is in form and substance acceptable made to such Issuing Lender in its sole discretion; (vi) unless comply with generally accepted accounting practice or the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms published practice of any Letter of Credit Application conflicts with Tax Authority. 8.6 Where the terms of this AgreementBuyer or the Company is, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance)the Buyer notifying a Warranty Claim, entitled to recover under a policy of insurance in case respect of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory matter giving rise to such Issuing Lender (in its sole discretion)Warranty Claim, with the Borrowers Buyer shall take, and shall procure that the Company shall take, all reasonable steps to make such recovery. If the Buyer or such Revolving Lender the Company recovers an amount from a policy of insurance, the amount of the relevant Warranty Claim shall be reduced by the amount recovered less all reasonable costs, charges and expenses incurred in, or as a result of, the recovery. ng Completion, the Buyer shall have no right to eliminate such Issuing Lender’s actual rescind this Agreement e of fraud or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderfraudulent misrepresentation.

Limitations. Notwithstanding (a) The Tekelec Indemnified Persons shall not be entitled to indemnification for Indemnified Losses under Section 9.1(a) for breaches of the foregoingCompany's representations and warranties made in Article II or under Section 9.1(a)(ii), no Letter of Credit unless such Indemnified Losses exceed $850,000 in the aggregate (at which point the Stockholders will be issuedobligated to indemnify the Tekelec Indemnified Persons from and against all such Indemnified Losses relating back to the first dollar). (b) The Tekelec Indemnified Persons shall not be entitled to indemnification for Indemnified Losses under Section 9.1(a) to the extent such Indemnified Losses exceed $8,500,000. (c) The Tsunami Indemnified Persons shall not be entitled to indemnification for Indemnified Losses under Section 9.1(b) for breaches of the Company's representations or warranties made in Section 2.14 to the extent such Indemnified Losses exceed the amount equal to $12,750,000 minus the aggregate amounts, increasedif any, paid to Tsunami pursuant to the Escrow Agreement in satisfaction of indemnity obligations under this Article IX or extended: pursuant to the Indemnification Agreement in satisfaction of indemnity obligations for breaches of the Company's representations or warranties made in Sections 2.8, 2.21 or 2.24. The Tsunami Indemnified Persons shall not be entitled to indemnification for Indemnified Losses under Section 9.1(b) for breaches of the Company's representations or warranties made in Sections 2.8, 2.21 or 2.24 to the extent such Indemnified Losses exceed the amount equal to the lesser of (i) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); $4,250,000 and (ii) $12,750,000 minus the aggregate amounts, if any, paid to Tsunami pursuant to the Escrow Agreement in satisfaction of indemnity obligations under this Article IX or pursuant to the Indemnification Agreement in satisfaction of indemnity obligations for breaches of the Company's representations or warranties made in Section 2.14. (d) The Tsunami Indemnified Persons shall be entitled to indemnification for Indemnified Losses from a Stockholder under Section 9.1(c) for breaches of any representation or warranty made by such issuanceStockholder in the Indemnification Agreement or in any Letter of Transmittal executed by such Stockholder from the first dollar of Indemnified Loss relating thereto, increase, or extension would cause but shall not be entitled to indemnification to the Revolving Outstanding Amount to extent such Indemnified Losses exceed the aggregate Revolving Commitments;amount of Merger Consideration paid or payable to such Stockholder. (iiie) unless such Letter of Credit has an expiration date The limitations contained in this Section 9.3 shall not later than five Business Days prior to apply in any respect in the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money event of any Person; (v) unless such Letter fraud or willful breach of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms provisions of this Agreement, the terms of this Escrow Agreement shall control; (vii) unless such Letter of Credit is (A) governed by or the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderIndemnification Agreement.

Limitations. Notwithstanding the foregoing, no Letter of Credit will be issued, increased, or extended: (i) Notwithstanding anything to the contrary in this Agreement, (A) if Parent Indemnitees’ aggregate recovery for any and all obligations arising under Section 8.1(b), (c) and (d) and (B) the Stockholder Indemnitees’ aggregate recovery for any and all obligations arising under Section 8.1(e) shall be limited as set forth in this Section 8.2(c). With respect to (A) any and all matters arising under Sections 8.1(c)(i), (ii) and (vi), and 8.1(e), as applicable, for which a Notice of Claim or Stockholder Claim Notice, as applicable, has been given prior to Parent’s receipt from its certified public accountants of their signed audit opinion with respect to Parent’s fiscal 2005 audit (the “2006 Audit Date”), the aggregate recovery permitted to Parent Indemnitees and Stockholder Indemnitees, as applicable, shall be $2,580,000 and (B) any and all additional such issuancematters arising under Sections 8.1(c)(i), increase(ii) and (vi), and 8.1(e), as applicable, that are the subject of a Notice of Claim or extension would cause Stockholder Claim Notice, as applicable, given on or after the Letter 2006 Audit Date and on or before the Termination Date, the aggregate recovery permitted (including in such aggregate calculation all recoveries related to Notices of Credit Exposure Claim or Stockholder Claim Notices, as applicable, given prior to exceed the Aggregate Letter 2006 Audit Date) to Parent Indemnitees and Stockholder Indemnitees, as applicable, shall be $1,720,000. The foregoing $2,580,000 and $1,720,000 amounts are each referred to as the “Indemnification Cap.” With respect to Parent Indemnitees recovery for Damages relating to the Special Matters, the foregoing limitations on recovery in this Section 8.2(c)(i) shall not apply; provided, however that with respect to each Common Stockholder, Parent Indemnitees’recourse shall first be to the Escrow Fund until it shall have been fully disbursed in accordance with the terms of Credit Sublimit the Escrow Agreement, and thereafter, to the Common Stockholders severally and subject always to a limit equal to such Common Stockholder’s Pro Rata Share of such Damages in excess of the then-applicable Indemnification Cap. With respect to Parent Indemnitees’s recovery for Damages relating to the representations and warranties in Article 3A, the foregoing limitations on recovery set forth in this Section 8.2(c)(i) shall not apply, exceptthatParent Indemnitees’ recourse shall be solely to the Stockholder in breach of any such representation or warranty. Notwithstanding the foregoing or any other provision of this Agreement, in no event shall any (A) holder of Preferred Stock be liable under this Agreement for any Damages in excess of the aggregate amount paid to such Stockholder in respect of its shares of Preferred Stock as set forth in the Payment Spreadsheet or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure Common Stockholder be liable under this Agreement for any Damages (x) with respect to Letters claims that do not involve fraud or an intentional misrepresentation, in excess of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable aggregate amount paid to such Issuing Lender Stockholder as set forth in the Payment Spreadsheet and (unless y) with respect to claims involving fraud or an intentional misrepresentation, in excess of such Issuing Lender otherwise consents in its sole discretion);Stockholder’s Pro Rata Share of $17,200,000. (ii) if No Parent Indemnitee shall be entitled to seek indemnification hereunder for Damages pursuant to Section 8.1(c)(i),(ii) or (vi) until the aggregate of all Damages under this Agreement payable pursuant to Section 8.1(c)(i),(ii) or (vi) to such issuanceParent Indemnitees (in the aggregate) exceeds $170,000. No Stockholder Indemnitee shall be entitled to seek indemnification hereunder for Damages pursuant to Section 8.1(e) until the aggregate of all Damages under this Agreement payable to all Stockholder Indemnitees exceeds $170,000. At such time as such Damages exceed $170,000, increasethe applicable Indemnitee shall have the right to seek indemnification from the first dollar; provided, however, that this limitation shall not apply to (A) Damages involving fraud or an intentional misrepresentation, (B) the payment of any Adjustment Amount under Section 1.7(h), (C) the payment of any amount under Section 8.1(c)(iii), (iv), (v) or (vii), or extension would cause (D) Damages relating to Taxes, including as set forth in Section 8.1(d), in each case for which Indemnitees shall be entitled to seek indemnification hereunder for Damages from the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments;first dollar. (iii) unless such Letter So long as the Escrow Fund has not been fully disbursed in accordance with the Escrow Agreement, in the event that an Indemnitee receives insurance proceeds in respect of Credit has an expiration date not later than five Business Days prior Damages or alleged Damages, the calculation of Damages shall be limited to the Revolving Credit Maturity Date;amount of such Damages net of the difference between any insurance proceeds received by the Indemnitee in respect thereof minus the amount of premiums paid for such insurance by the Indemnitee. (iv) unless In no event shall the Stockholders be obligated to indemnify Parent Indemnitees for any current liabilities reflected on the face of the Closing Balance Sheet as finally determined under Section 1.7(h) to the extent such Letter liability is (A) specifically identified by dollar amount and item on the face of Credit is the Closing Balance Sheet as finally determined under Section 1.7(h) or described in the footnotes thereto and (B) for a standby or commercial letter dollar amount not in excess of credit not supporting the repayment amount included in the calculation of indebtedness for borrowed money of any Person;the Adjustment Amount. (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of Notwithstanding any Letter of Credit Application conflicts with the terms other provision of this Agreement, the terms of Company Disclosure Schedule or any other Exhibit or Schedule to this Agreement or certificate or instrument delivered in connection with this Agreement, the indemnities set forth in this Article 8 shall control;be the exclusive remedies of the Indemnitees for Damages due to any misrepresentation or breach of any representation or warranty or covenant or agreement contained in this Agreement, the Company Disclosure Schedule or any other Exhibit (other than Exhibits E-1 and E-2) or Schedule to this Agreement or certificate or instrument delivered in connection with this Agreement (other than the agreement referenced in Section 5.3), except as to Damages attributable to fraud or an intentional misrepresentation, in which case the aggrieved party shall have recourse to all remedies at law or in equity, including (in the case of Parent Indemnitees during the term of the Escrow Agreement) against the Escrow Fund. Nothing contained in this Section 8.2(c)(v) shall prohibit a party from proceeding under Section 8.6 or commencing an Action to enforce this Article 8. (vi) Parent, the Surviving Corporation, the Company and the Stockholders and their respective affiliates (including all Parent Indemnitees) shall act in good faith and in a commercially reasonable manner to mitigate any Damages they may suffer. (vii) unless such Letter of Credit is (A) governed by In the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect event that Parent seeks indemnification from ▇▇▇▇▇ pursuant to Section 2.17(a)(iv)8.1(c) with in respect of any Damages for which ▇▇▇▇▇ is jointly and severally liable under this Agreement, and the Escrow Fund theretofore has been exhausted or would be exhausted due to satisfaction of such Defaulting Lender or Potential Defaulting Lenderindemnification claim, then without limiting its other rights and obligations under this Agreement, Parent shall concurrently seek indemnification from ▇▇▇▇▇▇▇▇▇.

Limitations. Notwithstanding (a) The Buyer Indemnified Parties shall not be permitted to enforce any claim for indemnification pursuant to this Agreement until the foregoingaggregate of all Buyer Indemnified Parties' claims for indemnification exceed the amount of $15,000 (the "Buyer Threshold Amount"). Once claims in excess of the Buyer Threshold Amount have been asserted by the Buyer Indemnified Parties, no Letter the total amount of Credit will the claims, including the Buyer Threshold Amount, may be issued, increased, pursued or extended:recovered against the Sellers. (ib) (AThe Seller Indemnified Parties shall not be permitted to enforce any claim for indemnification pursuant to Sections 6.1(b)(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); and (ii) if of this Agreement until the aggregate of all Seller Indemnified Parties' claims for indemnification pursuant to such issuance, increase, or extension would cause the Revolving Outstanding Amount to sections exceed the aggregate Revolving Commitments; amount of $15,000 (iii) unless such Letter the "Seller Threshold Amount"). Once claims in excess of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter Seller Threshold Amount have been asserted by the Seller Indemnified Parties, the total amount of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable claims pursuant to such Issuing Lender in its sole discretion; sections, including the Seller Threshold Amount, may be pursued or recovered against the Buyer; provided, however, that the maximum liability of the Buyer for indemnification pursuant to Sections 6.1(b)(i) and (viii) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;in no event exceed Twenty Five Thousand Dollars ($25,000). Nothing in this Section 6.2(b) shall limit the Seller Indemnified Parties' claims for indemnification pursuant to Section 6.1(b)(iii). (viic) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice Claims for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as indemnification made under this Agreement may be in effect made during the period from the Closing Date until the first anniversary of the Closing Date; provided, however, that claims pursuant to Section 6.1(b)(iii) may be made at any time after the time of issuance), in case of standby letter of credit; andClosing Date. (viiid) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless The provisions of this Article Six shall be the applicable Issuing Lender has entered into arrangements, including exclusive rights and remedies of the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderBuyer and Seller.

Limitations. Notwithstanding (a) The Buyer Indemnified Parties shall not be permitted to enforce any claim for indemnification pursuant to this Agreement until the foregoingaggregate of all Buyer Indemnified Parties' claims for indemnification exceed the amount of $25,000 (the "Buyer Threshold Amount"). Once claims in excess of the Buyer Threshold Amount have been asserted by the Buyer Indemnified Parties, the total amount of the claims, including the Buyer Threshold Amount, may be pursued or recovered against the Sellers; provided, however, that the maximum liability of -------- ------- the Sellers for indemnification pursuant to this Agreement shall in no Letter of Credit will be issued, increased, or extended:event exceed the Escrow Amount. (ib) (AThe Seller Indemnified Parties shall not be permitted to enforce any claim for indemnification pursuant to Sections 6.1(b)(i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); and (ii) if of this Agreement until the aggregate of all Seller Indemnified Parties' claims for indemnification pursuant to such issuance, increase, or extension would cause the Revolving Outstanding Amount to sections exceed the aggregate Revolving Commitments; amount of $25,000 (iii) unless such Letter the "Seller Threshold Amount"). Once claims in excess of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter Seller Threshold Amount have been asserted by the Seller Indemnified Parties, the total amount of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable claims pursuant to such Issuing Lender in its sole discretion; sections, including the Seller Threshold Amount, may be pursued or recovered against the Buyer; provided, however, that the maximum -------- ------- liability of the Buyer for indemnification pursuant to Sections 6.1(b)(i) and (viii) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;in no event exceed Two Hundred Thousand Dollars ($200,000). Nothing in this Section 6.2(b) shall limit the Seller Indemnified Parties' claims for indemnification pursuant to Section 6.1(b)(iii). (viic) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice Claims for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as indemnification made under this Agreement may be in effect made during the period from the Closing Date until the first anniversary of the Closing Date; provided, however, that claims pursuant to Section 6.1(b)(iii) may be made -------- ------- at any time after the time of issuance), in case of standby letter of credit; andClosing Date. (viiid) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless The provisions of this Article Six shall be the applicable Issuing Lender has entered into arrangements, including exclusive rights and remedies of the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderBuyer and Seller.

Limitations. Notwithstanding The indemnification obligations pursuant to Section 12.02 shall become operative only after the foregoingaggregate amount of Damages of the Buyers Indemnified Parties (collectively, no Letter “Buyers Damages”) exceeds Two Hundred Thousand Dollars ($200,000) (the “Deductible”), at which point the Sellers and RWD Canada shall become liable under this Article XII to the extent that the Buyers Damages exceed the Deductible (except that Buyers Damages as to which the Deductible is inapplicable as provided below shall be subject to indemnification immediately). The obligation of Credit will be issuedthe Sellers and RWD Canada for Buyers Damages pursuant to Section 12.02 shall not exceed Three Million Dollars ($3,000,000) (the “Cap”); provided, increasedhowever, or extended: that notwithstanding anything herein to the contrary, the Deductible and the Cap shall not apply to any claim relating to Buyers Damages resulting from (i) the fraud or willful misconduct or criminal activities of the Sellers, RWD Canada, RWD Colombia or the Equity Owners, (Aii) if such issuancea breach by the Sellers, increaseRWD Canada, RWD Colombia or the Equity Owners of any representations and warranties set forth in Sections 5.01 (Organization and Good Standing; Subsidiaries), 5.02 (Execution and Effect of Agreement), 5.07(b) (Tangible Personal Property; Title to Acquired Assets), 5.14 (Taxes), 5.16 (Environmental Matters), 5.19 (Employee Benefit Plans; ERISA) and 5.28 (No Brokers); (iii) any intentional breaches by the Sellers, RWD Canada, RWD Colombia or the Equity Owners of any pre-Closing covenants pursuant to Article VIII; (iv) any intentional breaches by the Sellers, RWD Canada, RWD Colombia or the Equity Owners of any post-Closing covenants pursuant to Article IX; (v) indemnification pursuant to Section 12.05 (Tax Indemnification); (vi) the Excluded Liabilities, (vii) claims related to the Employee Benefit Plans and Foreign Plans to the extent assumed by the Buyers as a result of applicable Law, (viii) any Updated Disclosure, (ix) noncompliance with any bulk transfer, bulk sales or similar Law, or extension would cause (x) any indemnification claims pursuant to Sections 12.02(c), 12.02(f), 12.02(g), and 12.02(i). Any liability for indemnification under this Article XII will be determined without duplication of recovery because a state of facts giving rise to the Letter Damages constitutes a breach of Credit Exposure to exceed more than one representation, warranty, covenant or agreement hereunder. Buyers’ post-closing indemnification rights under this Agreement will not be limited or otherwise affected by any knowledge obtained by any Buyer, at any time before the Aggregate Letter of Credit Sublimit or (B) if such issuanceclosing, increase, or extension would cause the Letter of Credit Exposure with respect to Letters any inaccuracy in any of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuanceSellers’, increaseRWD Canada’s, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 RWD Colombia’s or any successor to such publication, in case of a commercial letter of credit Equity Owners’ representations and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderwarranties.

Limitations. Notwithstanding The indemnification obligations of SELLER contained in subsections 22(c), (d) and (e) shall be subject to the foregoinglimitations and conditions set forth in (1), no Letter (2) (3) and (5) below, and the indemnification obligations of Credit will SELLER contained in subsections 22(c) and (d) (but not subsection 22(e)) shall also be issued, increased, or extendedsubject to the limitation and condition set forth in (4) below: (i1) (A) if such issuance, increase, or extension would cause Such indemnification obligations shall not limit the Letter disclaimers of Credit Exposure to exceed the Aggregate Letter warranties and acknowledgments of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure PURCHASER with respect to Letters the PROPERTY as specified in section 11 above, and except with respect to the indemnities set forth in subsection 22(e), the indemnities contained herein shall have no application to matters of Credit issued by any Issuing Lender description, title (including, without limitation, the existence or non-existence of easements, licenses, rights-of-way, permits, franchises, liens, leases, unit agreements or other encumbrances or other agreements or the failure to exceed procure governmental or necessary Third Party consents or approvals of assignment of the Letter PROPERTY), quality, value, fitness for purpose or merchantability of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion)the PROPERTY; (ii2) if Such indemnification obligations shall not limit PURCHASER's obligations (including indemnification obligations) under section 21 hereof with respect to removal and abandonment of facilities and well▇ ▇▇▇ated on the PROPERTY including, without limitation, the plugging and abandoning of well▇, ▇▇moval of concrete foundations, sumps, pipelines, vessels, tanks and similar items of oil field equipment and facilities, and restoration of the PROPERTY and the indemnities by SELLER contained herein shall have no application to any costs, losses or liabilities incurred by PURCHASER in connection with fulfilling such issuanceremoval, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitmentsabandonment and restoration obligations; (iii3) unless such Letter Such indemnification obligations shall not limit the indemnification and reimbursement obligations of Credit has an expiration date not later than five Business Days prior PURCHASER with respect to Pre-Acquisition Review activities as specified in the Revolving Credit Maturity DateConfidentiality Agreement and the Indemnification Agreement; (iv4) unless such Letter The combined financial obligations of Credit is a standby or commercial letter both SELLERs under subsections 22(c) and (d) shall be limited to and shall never exceed, in the aggregate, $44,194,444.00 [25% of credit not supporting the repayment of indebtedness for borrowed money of any PersonPurchase Price]; (v5) unless such Letter Such indemnification obligations shall be limited to the extent any costs, losses or liabilities incurred by PURCHASER result from PURCHASER's acquisition of Credit is the PROPERTY from SELLER; accordingly, SELLER shall not indemnify PURCHASER for any costs, losses or liabilities incurred by PURCHASER on account of PURCHASERs ownership of an interest in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of PROPERTY which PURCHASER acquired from any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderother person.

Limitations. 5.1 Notwithstanding the foregoingany other provision of this agreement, no Letter limitations of Credit will be issued, increasedany kind whatsoever shall apply to any claim under this agreement or under the Tax Deed against the Warrantors, or extendedany of them: (ia) which is (Aor the delay in discovery of which is) the consequence of any fraud, dishonesty or deliberate concealment as determined by a court of law on the part of any of the Warrantors, their agents or advisers; or (b) which is the result of a breach of any Warranty in part A of schedule 5. 5.2 The rights of the Purchaser in respect of any breach of the Warranties (other than the Warranties in part D (Tax) of schedule 5) shall (subject as provided in sub-clause 5.7) only be enforceable if notice in writing (giving in so far as may then be practicable the amount and details of the claim) shall be given to the Warrantors on or before the second anniversary of Completion. 5.3 The rights of the Purchaser in respect of any breach or non- fulfilment of any of the Warranties in part D (Tax) of schedule 5 and claims under the Tax Deed shall (subject as provided in sub-clause 5.7) only be enforceable if notice in writing (giving insofar as may then be practicable the amount and details of the claim) shall be given to the Warrantors on or before the sixth anniversary of the end of the accounting period of the Company in which Completion occurs. 5.4 The Purchaser shall not be entitled to make any claim or claims (however many in number) under the Warranties or the Tax Deed where the sum claimed is less than (Pounds)7,500, and any such claim or claims of less than (Pounds)7,500 shall be disregarded in computing the figure of (Pounds)75,000 referred to in clause 5.5. 5.5 The Warrantors shall not be liable in respect of any claim under the Warranties or under the Tax Deed unless the aggregate cumulative liability of the Warrantors in respect of all such claims exceeds (Pounds)75,000 (in which event the Warrantors shall be liable for the whole of such liability and not merely for the excess). 5.6 Subject to clause 5.1, the Purchaser shall not be entitled to recover under the Warranties, or the Tax Deed any sum in excess of the value of consideration received from time to time by such Vendor, provided that if the aggregate amount of claims against such Vendor agreed or finally determined in favour of the Purchaser exceeds the value of the consideration received by such Vendor, then the Purchaser shall be entitled to reduce any further amount due under this agreement to the Vendor by the amount of such excess. 5.7 The Purchaser shall not be entitled to recover from the Warrantors under the Warranties and the Tax Deed more than once in respect of the same damage suffered, and accordingly the Warrantors shall not be liable in respect of any breach of the Warranties if and to the extent that the loss is or has been included in a claim under the Tax Deed which has been satisfied to the extent that it has been so satisfied, nor shall the Warrantors be liable in respect of a claim under the Tax Deed if and to the extent that the loss is or has been included in a claim for breach of the Warranties which has been satisfied to the extent that it has been so satisfied. 5.8 The Warrantors shall not be liable in respect of any Warranty or under the Tax Deed which in either such case is based upon a liability which is contingent unless and until such contingent liability becomes an actual liability; provided that this clause shall not operate to avoid a claim in respect of a contingent liability made before the expiry of the relevant period specified in clauses 5.2 or 5.3 if notice in writing (giving in so far as may then be practicable the amount and details of the claim) has been delivered before the expiry of such period even if such issuanceliability shall not become an actual liability until after the expiry of the relevant period. 5.9 The Vendors shall be under no liability under the Warranties in respect of any matter to the extent that the fact, increasematter, event or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable circumstance giving rise to such Issuing Lender (unless such Issuing Lender otherwise consents liability was Disclosed provided that nothing in its sole discretion);the Disclosure Letter shall limit the Warrantors' liability under the Warranties in part A of schedule 5 or the Tax Deed. (ii) if such issuance5.10 The Vendors shall not be liable for any claim under the Warranties or the Tax Deed in respect of any fact, increasematter, event or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior circumstance to the Revolving Credit Maturity Date; (iv) unless extent that specific allowance, provision or reserve has been made for such Letter fact, matter, event or circumstance in the Accounts or to the extent that payment or discharge of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender relevant matter has entered been taken into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderaccount therein.

Limitations. Notwithstanding (a) With respect to the foregoingindemnification obligations of the Seller pursuant to Section 8.1(a), no Letter the Seller shall not be obligated to indemnify the Purchaser Indemnified Parties or any of Credit will their respective affiliates, successors or assigns under Section 8.1(a), for any Losses for which the Seller would be issuedobligated to indemnify the Purchaser Indemnified Parties or any of their respective affiliates, increasedsuccessors or assigns under Section 8.1(a) unless the aggregate of all Losses for which the Seller would, but for this clause, be liable under Section 8.1(a) exceeds on a cumulative basis $100,000 (the “Indemnification Threshold”), at which point Purchaser Indemnified Parties and their respective affiliates, successors or extended:assigns shall be entitled to all indemnification amounts under Section 8.1(a) from the Seller in excess of the Indemnification Threshold; provided, however, that the limitations in this Section 8.5(a) shall not apply to any indemnification obligations arising from the representations and warranties set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization) and Section 3.5(a) (Assets) (such Sections, collectively, the “Seller Material Representations”). (b) With respect to the indemnification obligations of the Purchaser pursuant to Section 8.2(a), the Purchaser shall not be obligated to indemnify the Seller Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.2(a), for any Losses for which the Purchaser would be obligated to indemnify Seller Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.2(a) unless the aggregate of all Losses for which the Purchaser would, but for this clause, be liable under Section 8.2(a) exceeds on a cumulative basis the Indemnification Threshold, at which point the Seller Indemnified Parties or any of their respective affiliates, successors or assigns shall be entitled to all indemnification amounts under Section 8.2(a) from the Purchaser in excess of the Indemnification Threshold; provided, however, that the limitations in this Section 8.5(b) shall not apply to any indemnification obligations arising from the representations and warranties set forth in Section 4.1 (Corporate Organization) and Section 4.2 (Authorization). (c) With respect to the indemnification obligations of the Seller pursuant to Section 8.1(a) (other than the Seller Material Representations), the Seller shall not be obligated to indemnify Purchaser Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.1(a), for any Losses for which Seller would be obligated to indemnify the Purchaser Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.1(a) in excess of an aggregate amount equal to $6,500,000. (d) The amount of any losses for which indemnification is provided under Section 8.1(a) and Section 8.2(a) be reduced by (i) any tax savings realized by such Party and (Aii) if any insurance proceeds or other cash receipts or sources of reimbursement actually received as an offset against such issuanceloss, increasenet of any reasonable expenses incurred in recovering such monies from the insurance carrier. (e) The rights to indemnity contained in this Article VIII shall be the sole remedies of the Parties hereto for monetary damages following the Closing for breach of a representation, warranty, covenant, agreement or extension would cause obligation set forth herein or otherwise relating to the Letter subject matter of Credit Exposure this Agreement; provided, however, that this provision shall not apply to exceed breaches resulting from actual fraud or willful misconduct by the Aggregate Letter of Credit Sublimit or (B) if such issuancebreaching Party, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed Excluded Assets or the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, Excluded Liabilities or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderbreaches under Section 2.20 hereof.

Limitations. (a) Notwithstanding the foregoingprovisions of this Article 9 or Section 7.5 (but subject to the provisions of Sections 9.6(c), no Letter 9.6(d) and 9.6(e) relating to the reduction of Credit will be issuedthe Indemnity Escrow Fund, increasedthe proportional reduction of the MDP Stockholder’s obligations hereunder, or extended:and the proportional reduction of each Management Indemnitor’s obligations hereunder, respectively): (i) except in respect of Fundamental Representations, no Indemnitee shall be entitled to indemnification pursuant to Section 9.2(a) or 9.3(a) (Aas applicable) if such issuance, increase, or extension would cause the Letter of Credit Exposure to for Losses resulting from any single claim that does not exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion)$75,000; (ii) if except in respect of Fundamental Representations, no Indemnitee shall be entitled to indemnification pursuant to Section 9.2(a) or 9.3(a) (as applicable) unless and until the total of all Losses suffered or incurred by the Indemnitee exceeds an amount equal to $21,062,500, and then only to the extent of such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitmentsexcess; (iii) unless in no event shall the aggregate amount to be paid for Losses and Tax Losses incurred by the Stockholder Indemnitees, on the one hand, or the Parent Indemnitees and Parent Tax Indemnitees, on the other hand, for which such Letter Indemnitees (including, as applicable any Parent Tax Indemnitee) is entitled to indemnification under this Agreement exceed $125,000,000 (the “Cap”), and, for the avoidance of Credit has an expiration date not later than five Business Days prior to doubt, in no event shall (A) the Revolving Credit Maturity Date;Other Stockholders’ aggregate liability under this Agreement exceed the Indemnity Escrow Amount, (B) the MDP Stockholder’s aggregate liability under this Agreement exceed the MDP Stockholder’s Indemnity Percentage multiplied by the Cap, or (C) any Management Indemnitor’s aggregate liability under this Agreement exceed the amount set forth opposite such Management Indemnitor’s name on Annex B. (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting in no event shall the repayment of indebtedness for borrowed money amount to be paid by the MDP Stockholder in respect of any Personclaim for indemnification under this Agreement exceed the MDP Stockholder’s Indemnity Percentage of the amount of such claim; (v) unless in no event shall the amount to be paid by any Other Stockholder in respect of any claim for indemnification under this Agreement exceed such Letter Other Stockholder’s Indemnity Percentage of Credit is in form and substance acceptable to the amount of such Issuing Lender in its sole discretion;claim; and (vi) unless in no event shall the Borrowers have delivered amount to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms be paid by any Management Indemnitor in respect of any Letter claim for indemnification under this Agreement exceed such Management Indemnitor’s Indemnity Percentage of Credit Application conflicts the amount of such claim. (b) In no event shall any party hereto be liable for, nor shall the definition of Losses and Tax Loss include (other than with respect to amounts actually paid in respect of third party claims), any indirect, incidental, special, consequential, punitive or exemplary damages, including loss of future revenue, income or profits, or loss of business reputation or opportunity (provided that none of the terms foregoing shall include diminution in value), arising out of a breach in this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect even if advised at the time of issuance)breach of the possibility of such damages. (c) In no event shall the MDP Stockholder, any Other Stockholder or any Management Indemnitor be liable under this Agreement for any Loss or Tax Loss to the extent an adequate provision or reserve for such Loss or Tax Loss was established in the Financial Statements (and in the case of standby letter of credit; anda Tax Loss, specifically identified in the related Tax reserve work papers) or the matter giving rise to such Loss or Tax Loss was otherwise addressed in the Closing Funds Certificate. (viiid) if In no event shall the MDP Stockholder, any Revolving Lender Other Stockholder or any Management Indemnitor be liable for any Loss (i) that was caused by or results directly from any failure by Parent and its affiliates (including, following the Closing, the Surviving Corporation and its subsidiaries) to exercise commercially reasonable efforts to mitigate such Loss, or (ii) that is at primarily a potential or unrealized Loss or Tax Loss (until such time a Defaulting Lender Loss or Potential Defaulting Lender; unless Tax Loss is realized (subject to the applicable Issuing Lender has entered into arrangementslast sentence of Section 9.1)). Without limiting the generality of the foregoing, including and notwithstanding anything herein to the delivery contrary, indemnification for breach of Cash Collateralany representation or warranty contained in Section 3.18 shall be limited to Losses incurred with respect to Pre-Closing Tax Periods. (e) The amount of any Loss or Tax Loss for which indemnification is provided under this Article 9 shall be reduced to reflect: (1) any amount received by such Indemnitee (or, satisfactory as applicable, the Surviving Corporation or any of its subsidiaries) with respect thereto under any insurance coverage (other than self insured or other policies to the extent to which any such Issuing Lender policy allocates the cost of any recovery to the Indemnitee or its affiliates (in including, as applicable, the Surviving Corporation or any of its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(ivsubsidiaries)) or from any other person alleged to be responsible therefore, and (2) associated Tax reductions actually realized with respect to such Defaulting Lender or Potential Defaulting LenderLosses.”

Limitations. (a) Notwithstanding any provision of this Agreement to the foregoingcontrary, the Stockholder shall have no Letter obligation to indemnify any Buyer Indemnitee under this Article 5 or to pay damages in respect of Credit will contract or other claims arising under this Agreement or any other Transaction Document unless the Buyer Indemnitees have suffered indemnifiable Losses hereunder in an aggregate amount attributable to all Claims in excess of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Threshold"). Once the aggregate amount of indemnifiable Losses hereunder exceeds the Threshold, the Buyer Indemnitees shall be issuedentitled to recover the full amount of all such Losses in excess of the Threshold. (b) Notwithstanding any provision of this Agreement to the contrary, increasedthe maximum aggregate liability of the Stockholder to the Buyer Indemnitees for all claims arising under this Agreement and the other Transaction Documents equals ten percent (10%) of the Purchase Price. (c) Notwithstanding any provision of this Agreement to the contrary, neither Mirant, Buyer nor Note Buyer shall have any obligation to indemnify any Stockholder Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Stockholder Indemnitees have suffered indemnifiable Losses hereunder in the aggregate amount attributable to all Claims in excess of the Threshold; provided, however, that Mirant's, Buyer's and Note Buyer's obligations to indemnify any Stockholder Indemnitee for any Losses arising from for any breach of this Agreement by Mirant, Buyer or Note Buyer of their obligation to pay, or extended:directly or indirectly resulting in the failure of Mirant, Buyer and Note Buyer to pay, the Purchase Price under this Agreement, shall not be subject to the Threshold. Subject to the foregoing proviso, once the aggregate amount of Losses exceeds the Threshold, the Stockholder Indemnitees shall be entitled to recover the full amount of Losses in excess of the Threshold. (d) Notwithstanding any provision of this Agreement to the contrary, the maximum aggregate liability of Mirant, Buyer and Note Buyer to the Stockholder Indemnitees for all claims arising under this Agreement and the other Transaction Documents equals ten percent (10%) of the Purchase Price; provided, however, that Mirant's, Buyer's and Note Buyer's liability for any breach of this Agreement by Mirant, Buyer or Note Buyer of their obligation to pay, or directly or indirectly resulting in the failure of both Mirant, Buyer and Note Buyer to pay, the Purchase Price shall not be subject to such limitation. (e) No Indemnitee shall be entitled to indemnification under this Article 5 for Losses (i) (A) if directly or indirectly caused by a willful or negligent act of such issuanceIndemnitee or a breach by such Indemnitee of any representation, increasewarranty, covenant or extension would cause other agreement set forth in this Agreement or any duty to the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit potential Indemnitor or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuancecovered by insurance proceeds from insurance owned and paid for by the Stockholder, increasethe Companies, the Holding Subsidiaries, the Partnership or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter any of Credit has an expiration date not later than five Business Days their respective Affiliates prior to the Revolving Credit Maturity Date; (iv) unless Closing, to the extent that the Buyer Indemnitees actually receive such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless insurance proceeds to cover such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderLosses.

Limitations. (a) Notwithstanding anything herein to the foregoingcontrary, no Letter except in the case of Credit will be issued, increased, or extended:willful misrepresentation with intent to defraud (“Fraud”): (i) (AParent shall not be liable to any Buyer Indemnified Parties for any matters contained in Section 10.1(a) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters any single event or series of Credit issued related events unless and until the aggregate amount of all Buyer Losses exceeds One Hundred Thousand Dollars ($100,000) (the “Basket”), and then only for the amount by any Issuing Lender to exceed which the Letter aggregate amount of Credit Sublimit applicable to Buyer Losses exceeds the Basket (such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretionexcess, “Buyer Covered Losses”); (ii) if such issuance, increase, Buyer shall not be liable to any Parent Indemnified Parties for any matters contained in Section 10.2(a) with respect to any single event or extension would cause the Revolving Outstanding Amount to exceed series of related events unless and until the aggregate Revolving Commitmentsamount of all Parent Losses exceeds the Basket, and then only for the amount by which the aggregate amount of Parent Losses exceeds the Basket (such excess, “Parent Covered Losses”); (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior in no event shall Parent’s aggregate liability to Buyer Indemnified Parties for Buyer Covered Losses with respect to the Revolving Credit Maturity Date;matters contained in Section 10.1(a) exceed Ten Million Dollars ($10,000,000) (the “Cap”); and (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting in no event shall Buyer’s aggregate liability to Parent Indemnified Parties for Parent Covered Losses with respect to the repayment of indebtedness for borrowed money of any Person;matters contained in Section 10.2(a) exceed the Cap. (vb) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; The Parent Losses or Buyer Losses, as the case may be (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision“Losses”), International Chamber of Commerce Publication No. 500 or suffered by any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may Indemnified Party shall be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (calculated after giving effect to Section 2.17(a)(iv)any amounts covered by third parties or recovered under insurance policies (it being understood and agreed that the Indemnified Parties are not obligated to seek insurance recoveries in respect of Losses to be indemnified hereunder) with and all associated Tax benefits to the Indemnified Party realized in the taxable year in which the Loss was incurred. If any insurance proceeds or other recoveries from third parties are actually realized by an Indemnified Party subsequent to the receipt by such Indemnified Party of an indemnification payment hereunder in respect of the claims to which such insurance proceedings or third party recoveries relate, appropriate refunds shall be made promptly to the Indemnifying Party regarding the amount of such indemnification payment. (c) Notwithstanding anything herein to the contrary, any liability for indemnification under this Agreement will be determined without duplication for recovery because of the state of facts giving rise to the Damages constitutes a breach of more than one representation, warranty or covenant herein. (d) The amount of Buyer Losses for which Parent shall be liable hereunder shall be determined net of specific reserves established in anticipation of the circumstances giving rise to such Defaulting Lender or Potential Defaulting LenderBuyer Losses and included in the calculation of Final Net Book Value. (e) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, FROM AND AFTER THE EFFECTIVE TIME, NO PARTY SHALL BE LIABLE FOR SPECIAL OR PUNITIVE DAMAGES RELATING TO ANY BREACH OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT RELIEVE AN INDEMNIFYING PARTY OF ITS OBLIGATION TO INDEMNIFY ANY INDEMNIFIED PARTY TO THE EXTENT ANY SUCH DAMAGES ARE INCLUDED IN A FINAL LOSS FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.

Limitations. Notwithstanding The rights of the foregoing, no Letter of Credit will be issued, increased, or extendedIndemnified Persons to indemnification hereunder are subject to the following: (i) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure no indemnification shall be payable by a [************************] with respect to Letters Losses arising from a [****************************] described in Section 6.2(a)(i) until the cumulative amount of Credit issued by any Issuing Lender all such Losses exceeds [***********], whereupon the [******************] [*******] shall be liable for the full amount of all such Losses in excess of such amount up to exceed the Letter a maximum aggregate amount of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion)[**********]; (ii) if no indemnification shall be payable by a [*******************] with respect to Losses arising from a [*******************************] described in Section 6.2(b)(i) until the cumulative amount of all such issuanceLosses exceeds [*********], increase, or extension would cause whereupon the Revolving Outstanding Amount [***********************] shall be liable for the full amount of all such Losses in excess of such amount up to exceed the a maximum aggregate Revolving Commitmentsamount of [*************]; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior no indemnification shall be payable to any Indemnified Person to the Revolving Credit Maturity Date;extent of any Tax benefits actually realized by such Indemnified Person or its Affiliates with respect to such Losses or to the extent Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission Pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. such Losses shall have been reduced as a result of the recovery by such Indemnified Person or any of its Affiliates (after deducting all attorneys’ fees, expenses and other costs of recovery) from any insurer or other party liable for such Losses (and such Indemnified Person shall use commercially reasonable efforts to seek and obtain such recovery); and (iv) unless such Letter a Buyer Indemnified Person shall not be entitled to indemnification hereunder with respect to a Buyer Event of Credit is a standby Indemnification where the Buyer or commercial letter any Member had actual knowledge or notice of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable facts giving rise to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter Event of Credit Application; Indemnification, provided that, if the terms for purposes of any Letter of Credit Application conflicts with the terms of this AgreementSection 3.1(i), the terms Buyer and the Members shall be deemed to have actual knowledge of this Agreement shall control; (vii) unless an Action pending against the Company if notice of such Letter Action had been delivered to the Company’s offices in Mt. V▇▇▇▇▇, Indiana or to any of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is its employees principally located at such offices at any time a Defaulting Lender on or Potential Defaulting Lender; unless prior to the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderClosing Date.

Limitations. Notwithstanding anything to the foregoingcontrary herein, no Letter of Credit will be issued, increased, or extended: (i) the aggregate liability of Parent for Damages under this Section 5 of Exhibit G shall not exceed cash in an amount equal to the fair market value of the Indemnification Escrow Shares), and (Aii) if such issuanceneither the Indemnifying Stockholders nor Parent shall be liable under this Exhibit G unless and until the Damages arising out of any claim arising out of the same event or series of events or events of a similar nature exceed, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters the Company, $5,000 and with respect to Parent, $175,000 (a "Minor Claim") (it being agreed that such claims are immaterial in nature and accordingly not subject to indemnification hereunder) and unless and until the aggregate Damages for which the Indemnifying Stockholders or Parent would otherwise be liable exceed, with respect to the Company, $100,000 (the "Company Threshold") and with respect to the Parent, $3,500,000 (at which point the Indemnifying Stockholders and Parent shall become liable for the aggregate Damages in excess of, with respect to the Company, $100,000 and with respect to Parent, $3,500,000). For purposes solely of Credit issued by this Article, all representations and warranties of the Company in Article IV of the Merger Agreement and all representations and warranties of Parent and the Merger Subsidiary in Article III shall be construed as if the term "material" and any Issuing Lender reference to Material Adverse Effect (and variations thereof) were omitted from such representations and warranties. Nothing contained herein or the Merger Agreement shall be deemed to limit the rights or remedies of the Parent with respect to a breach of the representations of the Company contained in Section 4.15(a) - (g) and (j) of the Merger Agreement regarding Company Intellectual Property and the representations of the Indemnifying Stockholders contained in Article IV-A of the Merger Agreement; provided, however,(i) the liability of any Indemnifying Stockholder in connection with the foregoing representations other than the Intellectual Property Representations shall not exceed the Letter value of Credit Sublimit applicable the Indemnification Escrow Shares deposited to the escrow fund on behalf of such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); Company Shareholder pursuant to the Merger Agreement and the Escrow Agreement and (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money liability of any Person; (v) unless such Letter Company Shareholder in connection with the Intellectual Property Representations shall be limited in value to one-half of Credit is in form and substance acceptable the Consideration Shares issued to such Issuing Lender Company Shareholder, valued at the Merger Price, payable in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed Consideration Shares and/or cash; and executed Letter of Credit Application; provided thatprovided, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publicationfurther, in each case of a commercial letter of credit that Minor Claims and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) Company Threshold limitations shall apply with respect to such Defaulting Lender or Potential Defaulting Lender.claims for indemnification based on the foregoing representations; provided, further, however, that Minor Claims and the Company Threshold limitations shall not to apply to expenses in excess of $60,000 withdrawn from the escrow account pursuant to Section 9.9 of the Merger Agreement. 87

Limitations. The remedies provided in this Article 11 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Parties. Notwithstanding the foregoing, (a) no Letter of Credit will be issued, increased, or extended: (i) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by Indemnifying Party shall incur any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (indemnification obligations under this Article 11 unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed and until the aggregate Revolving Commitments; amount of Claims incurred by the Indemnified Party reaches $35,000 (iii) unless the "Indemnification Threshold"), at which time the Indemnifying Party shall be liable in full for all such Letter Claims incurred by the Indemnified Party, including the first $35,000 of Credit has an expiration date not later than five Business Days prior Claims; provided, however, that neither Seller nor Buyer shall incur indemnification obligations under this Article 11 in excess of the sum of the Closing Purchase Price and the Additional Shares earned pursuant to the Revolving Credit Maturity Date; Section 3.5 hereof (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is shares to be valued in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts accordance with the terms of Section 3.5(e)) (the "Maximum Indemnification Threshold"), and (b) neither Buyer nor Seller shall be entitled to bring any Claim under this Article 11 after the second (2nd) anniversary of the Closing Date, except for Claims relating to (i) fraud or intentional misrepresentation and Sections 4.11 and 4.16, as to which an Indemnified Party may make a claim for indemnity until the expiration of the period of the applicable statute 28 of limitations, if any; and (ii) Section 4.4, as to which an Indemnified Party may make a Claim for indemnity at any time. Notwithstanding any provision to the contrary contained in this Agreement, each of Buyer and Seller shall be liable to indemnify the terms other party in full for fraud or intentional misrepresentation, without regard to the Indemnification Threshold or the Maximum Indemnification Threshold, except that damages arising from fraud or intentional misrepresentation shall be considered in assessing whether the Indemnification Threshold has been satisfied. For the purposes of this Agreement Article 11, the phrase "fraud or intentional misrepresentation" shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision)mean any fraudulent or intentional misrepresentation, International Chamber of Commerce Publication No. 500 or any successor to such publicationreckless disregard, in case of a commercial letter material fact or condition existing on or prior to the Closing Date, or the intentional or reckless omission of credit and (B) a material fact or condition existing on or prior to the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderClosing Date.

Limitations. Notwithstanding the foregoing, no Letter of Credit will be issued, increased16.3.1 The Seller is not liable to pay indemnification against any Loss caused by a change in legislation after Closing, or extendedthe Residual Closing, as the case may be, which has retrospective effect, or by voluntary actions taken or omissions made by the Buyer or the Company after Closing, or the Residual Closing, as the case may be, other than actions taken in the ordinary course of business or pursuant to a legally binding commitment created on or before Closing, or the Residual Closing, as the case may be, by the Seller or the Company or other than to comply with mandatory Law or an obligation on the Company. 16.3.2 The Seller is not liable to pay indemnification against any Loss to the extent that a specific and identifiable provision has been made for that Loss in the Closing Statement. 16.3.3 The Seller is not to pay indemnification for any indirect or consequential Loss. 16.3.4 The Seller is not liable for the Buyer's Loss unless: (i) each Loss exceeds USD 500,000 (A) if such issuancethe “De Minimis Threshold”), increaseand in that case, or extension would cause the Letter of Credit Exposure to exceed Seller is liable for the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion);full amount; and (ii) the total amount of the Buyer's Losses, each exceeding the De Minimis Threshold, amounts to at least USD 4,000,000 (the “Basket”), and in that case, the Seller is liable for the whole amount of such Losses and not merely for the amount in excess of the Basket (tipping basket). 16.3.5 The Seller's maximum aggregate liability for Claims in respect of any Loss is USD 15,000,000 (the “Cap”). 16.3.6 The De Minimis Threshold, the Basket and the Cap shall not apply to any breach of the Fundamental Warranties. 16.3.7 The Seller is not liable for the Buyer’s Loss if such issuance, increase, or extension would cause the Revolving Outstanding Amount Buyer fails to exceed provide a Claim Notice to the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not Seller no later than five the first Business Days prior Day after 18 (eighteen) months after the Closing Date. 16.3.8 Notwithstanding clause 16.3.7, the Seller's obligation to pay any amounts of indemnification under clauses 1 (Title) and 2 (Authority) will not expire until 3 (three) months after the Revolving Credit Maturity Date;expiry of the applicable statute of limitation and the Seller's obligation to pay any amounts of indemnification under clause 4 (Tax) of Schedule 13.1 will not expire until 3 (three) months after the expiry of the statute of limitation under which claims of competent Tax authorities may be raised against the Company. (iv) unless such Letter of Credit is a standby or commercial letter of credit 16.3.9 The Buyer cannot supporting raise Claims against the repayment of indebtedness for borrowed money Seller’s Representatives and/or of any Person; (v) unless such Letter Representatives of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender Share Sale Company or Asset Sale Company as a completed and executed Letter result of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed a Breach by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderSeller.

Limitations. (a) Seller shall not be required to indemnify any Buyer Indemnified Party under Section 8.1 for breaches of representations and warranties until the Damages, individually or in the aggregate, incurred by the Buyer Indemnified Parties under Section 8.1 exceed $250,000 (the “Seller De Minimis”); it being agreed and understood that all Damages for breaches of representations and warranties incurred by Buyer shall accumulate until such time or times that such accumulated Damages incurred by the Buyer Indemnified Parties exceed the Seller De Minimis, whereupon the Buyer Indemnified Parties shall be entitled to indemnification from Seller as provided in Section 8.1 for all such Damages incurred by the Buyer Indemnified Parties in excess of the Seller De Minimis. Notwithstanding the foregoing, no Letter Seller shall not be required to indemnify the Buyer Indemnified Parties for any amount of Credit will be issued, increased, or extended:Damages in excess of $3,800,000. (ib) Buyer shall not be required to indemnify any Seller Indemnified Party under Section 8.2 for breaches of its representations and warranties until the Damages, individually or in the aggregate, incurred by Seller Indemnified Parties under Section 8.2 exceed $250,000 (A) if the “Buyer De Minimis”); it being agreed and understood that all Damages for breaches of representations and warranties incurred by Seller Indemnified Parties shall accumulate until such issuance, increase, time or extension would cause the Letter of Credit Exposure to times that such accumulated Damages incurred by Seller Indemnified Parties exceed the Aggregate Letter Buyer De Minimis, whereupon the Seller Indemnified Parties shall be entitled to indemnification from Buyer as provided in Section 8.2 for all such Damages incurred by the Seller Indemnified Parties in excess of Credit Sublimit or (B) if such issuancethe Buyer De Minimis. Notwithstanding the foregoing, increase, or extension would cause the Letter Buyer shall not be required to indemnify Seller Indemnified Parties for any amount of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money Damages of any Person; (v) unless such Letter kind in excess of Credit is in form and substance acceptable an aggregate amount equal to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lender$3,800,000.

Limitations. Notwithstanding (a) Buyer shall not be entitled to make a claim against the foregoingMembers for indemnity pursuant to this Section 10 except to the extent that the aggregate amount of Losses incurred by Buyer exceeds $250,000 (the “Initial Basket”) and thereafter Buyer shall not be entitled to make a claim against the Members for any Loss in respect of any individual event or occurrence which does not exceed $25,000 (all such Losses equal to or greater than $25,000 being the “Eligible Losses”). Once the Initial Basket is exceeded, no Letter of Credit will Buyer shall be issued, increased, or extended:entitled to indemnification for its Eligible Losses under this Section 10 to the extent such Eligible Losses exceed the Initial Basket. (ib) The aggregate amount of Losses recoverable by Buyer pursuant to this Section 10 (Athe “Cap”) if shall be limited to an amount equal to fifty percent (50%) of the Purchase Price until one (1) year after the Closing (the “Cap Reduction Date”) and the Cap shall be reduced on the Cap Reduction Date to an amount equal to thirty percent (30%) of the Purchase Price, and Buyer shall not be entitled to make a claim against the Members for indemnity pursuant to this Section 10 to the extent such issuance, increase, or extension claim would cause the Letter aggregate amount of Credit Exposure Buyer’s Losses indemnified by the Members to exceed the Aggregate Letter Cap in effect on the date such claim is made; provided, however, that the Cap shall not apply to and shall not limit Buyer’s right to make a claim for indemnity for Losses resulting from the breach of Credit Sublimit the representations and warranties contained in Section 3.11 (Taxes), Section 3.13 (Employee Benefit Plans) or Section 3.19 (B) if such issuance, increaseEnvironmental), or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion);from Excluded Liabilities. (iic) if such issuanceAny indemnification payments made by the Members, increaseon the one hand, or extension would cause Buyer, on the Revolving Outstanding Amount other hand, shall be deemed to exceed be and treated for all purposes, including, without limitation, Tax purposes, as adjustments to the aggregate Revolving Commitments;Purchase Price. (iiid) unless Buyer agrees that, in the event of an Indemnification Claim by Buyer hereunder, Buyer shall seek to satisfy such Letter of Credit has an expiration date not later than five Business Days prior to Indemnification Claim first from the Revolving Credit Maturity Date;Indemnification Escrow Amount as provided in the Indemnification Escrow Agreement and second from the Members directly. (ive) unless such Letter of Credit is If the Indemnification Claim relates solely to a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money breach of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of Member’s obligations under any Letter of Credit Application conflicts with the terms of this Employment Agreement or Noncompetition Agreement, as the terms of this Agreement shall control; (viicase may be, pursuant to Section 10.1(ii) unless hereof, Buyer’s Indemnification Claim for such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as breach may be in effect at brought only against the time breaching Member(s) and not against any of issuancethe nonbreaching Member(s), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lender.

Limitations. Notwithstanding (a) The Company Indemnitors shall not be required to make any indemnification payments unless and until the foregoingaggregate amount of such indemnifiable Damages exceeds $653,569.14 (the “Basket”) in which case, no Letter subject to the limitations set forth in this Section 9, the Parent Indemnified Persons shall recover from the Indemnity Fund for all the Damages in excess of Credit will the Basket. In respect of each Company Indemnitor, his, her or its Pro Rata Share of indemnifiable Damages hereunder shall be issued, increased, or extended: recovered (i) (A) first, from the shares of Parent Preferred Stock comprising the Indemnity Fund held by such Company Indemnitor and if no such issuanceIndemnity Shares remain in the Indemnity Fund or after the Indemnity Release Date, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) second, from the shares of Parent Common Stock comprising the Indemnity Fund held by such Company Indemnitor and if no such issuanceIndemnity Shares remain in the Indemnity Fund or after the Indemnity Release Date, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; then (iii) unless third, from the Company Merger Shares held by such Letter Company Indemnitor (with any such Company Merger Shares surrendered pursuant to this clause (iii) to be surrendered in the amounts and based on the valuations of Credit such Company Merger Shares specified in Section 9.7, applied as if such Company Merger Shares were Indemnity Shares); provided, that, (x) in no event shall any Company Indemnitor be liable for Damages under this Section 9 in excess of his, her or its Pro Rata Share of such Damages and (y) in no event shall any Company Indemnitor be liable for any amount of Damages from and after the time that such Company Indemnitor has an expiration date not later than five Business Days prior (1) surrendered to any Parent Indemnified Person the Parent Capital Stock issued to such Company Indemnitor in the Merger pursuant to this Agreement to the Revolving Credit Maturity Date; (iv) unless extent any such Letter of Credit Parent Capital Stock is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed held by the Uniform Customs and Practice for Documentary Credits (1993 Revision)Company Indemnitor as of such time, International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii2) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery shares of Cash Collateral, satisfactory Parent Capital Stock issued to such Issuing Lender Company Indemnitor in the Merger pursuant to this Agreement have been sold by such Company Indemnitor, for the avoidance of doubt, excluding any surrender thereof pursuant to this Section 9, remitted to any Parent Indemnified Person pursuant to this Section 9 the amount of the lower of the Parent Share Price and the cash proceeds actually received from such disposition. (in its sole discretion)b) Notwithstanding anything to the contrary herein, with no Company Indemnitor shall have any right of indemnification, compensation, reimbursement, contribution or right of advancement from Parent, the Borrowers Surviving Company or any other Parent Indemnified Person (based upon such Revolving Lender to eliminate such Issuing Lenderholder’s actual position as an officer, director, employee or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)agent of the Company or otherwise) with respect to any Damages owed to any Parent Indemnified Person pursuant to Section 9.3(a) or any right of subrogation against the Company or the Surviving Company with respect to any such Defaulting Lender indemnification, compensation or Potential Defaulting Lenderreimbursement of a Parent Indemnified Person by reason of such matters. (c) All Damages shall be calculated net of the amount of any recoveries actually received by a Parent Indemnified Person prior to the Indemnity Release Date under any existing insurance policies and contractual indemnification or contribution provisions (in each case, calculated net of any actual collection costs and reserves, expenses, deductibles or premium adjustments or retrospectively rated premiums (as determined in good faith by an Indemnified Person) incurred or paid to procure such recoveries) in respect of any Damages suffered, paid, sustained or incurred by any Indemnified Person; provided that no Indemnified Person shall have any obligation to seek to obtain or continue to pursue any such recoveries.

Limitations. (a) The Buyer Indemnified Persons shall have no right to recover any amounts under Section 7.2(a) or Section 7.3(a), unless on or before the eighteen month anniversary of the Closing Date, Buyer notifies the Sellers’ Representative in writing of a claim or breach under Section 7.2(a) or Section 7.3(a) specifying, to the extent then known by Buyer, the factual basis of that claim or breach in reasonable detail; provided, however, that any written notice of any claim or breach with respect to any Seller Fundamental Representation, the Seller IP Representation, or a claim for indemnification or reimbursement to the extent not arising under Section 7.2(a), may be made by Buyer at any time prior to 60 days following the expiration of the applicable statute of limitations period. (b) The Sellers shall have no right to recover any amounts under Section 7.4(a), unless on or before the eighteen month anniversary of the Closing Date, the Sellers’ Representative notifies Buyer in writing of a claim or breach under Section 7.4(a) specifying, to the extent then known by the Sellers’ Representative, the factual basis of that claim or breach in reasonable detail; provided, however, that any written notice of any claim or breach with respect to any Buyer Fundamental Representation, or a claim for indemnification or reimbursement to the extent not arising under Section 7.4(a), may be made by the Sellers’ Representative at any time prior to 60 days following the expiration of the applicable statute of limitations period. (c) All Damages hereunder will be determined net of any Insurance Awards (less expenses incurred in recovering such Insurance Awards) and net of any Tax benefits resulting from the Damages, but only if and to the extent such Tax benefits are actually realized by the applicable Indemnified Person in any tax year beginning prior to the receipt of the applicable indemnification payment. If any Insurance Awards are received by an Indemnified Person (or any of its Affiliates) with respect to any Damages after payment has been made with respect thereto, the Buyer Indemnified Persons or Sellers, as applicable, will pay the amount of such Insurance Awards (less expenses incurred in recovering such Insurance Awards) up to the amount of the payment. (d) Buyer, Parent and Holdings shall, and shall cause all Buyer Indemnified Persons to, and Sellers shall take all generally accepted commercially reasonable steps to mitigate such Person’s Damages upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Damages that are indemnifiable hereunder. (e) Notwithstanding anything contained in this Agreement to the foregoingcontrary, no Letter of Credit will Person shall be issued, increased, or extended: (i) liable to any other Person for any (A) if consequential or special damages of such issuance, increase, or extension would cause other Person (except to the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit extent reasonably foreseeable); or (B) if exemplary or punitive damages of such issuanceother Person, increasein each case of the foregoing clauses (A) and (B), (x) relating to the breach or extension would cause the Letter alleged breach of Credit Exposure with respect to Letters any representation, warranty, covenant or agreement in this Agreement and (y) other than any such damages incurred by an Indemnified Person as a result of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion);a Third-Party Claim. (iif) if such issuance, increase, or extension would cause Except the Revolving Outstanding Amount to exceed specific representations made by the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is Seller in form Articles II and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms III of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed certificate to be delivered by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect Sellers pursuant to Section 2.17(a)(iv)1.5(a)(viii) with respect to and any other Sellers Closing Documents, Buyer specifically disclaims that it is relying upon or has relied upon any such Defaulting Lender other representations or Potential Defaulting Lenderwarranties that may have been made by any Person, and acknowledges and agrees that the Sellers have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person.

Limitations. Notwithstanding Other than Article VII Damages arising with respect to the foregoingrepresentations and warranties of the Stockholders in Section 3.17(b) and the covenant of the Stockholders in Section 5.6 (hereafter referred to as the "Unlimited Damages"), no Letter of Credit neither the Stockholders nor the Buyer, as the case may be, will be issuedobligated to indemnify, increaseddefend or hold the other party harmless with respect to any Article VII Damages asserted by it until such damages exceed the sum of $50,000 in the aggregate (the "Threshold"), or extended: and then indemnification shall be to the extent of all Article VII Damages above the Threshold amount. In determining the Threshold, there should be included, with respect to the Stockholders' obligations hereunder, all damages under Article VI of the WSB Stock Agreement (other than Unlimited Damages as defined therein) and all damages under Article VII of the Enterprises Asset Agreement (other than Unlimited Damages as defined therein) suffered by the Buyer (collectively, along with the Article VII damages hereunder, other than Unlimited Damages, hereinafter referred to as the "Buyer's Aggregate Damages"). In no event shall the Buyer's Aggregate Damages exclusive of the Unlimited Damages under this Article, Article VI of the WSB Stock Agreement and Article VII of the Enterprises Asset Agreement for purposes of indemnification of the Buyer exceed a limit (the "Damages Limit") of $3,000,000 (the "Cash Portion") plus the shares of Common Stock of the Buyer and options to purchase shares of Common Stock of the Buyer issued to the Stockholders (such shares and options collectively referred to as the "Equity Portion of the Damages Limit"). Buyer and the Stockholders agree that (i) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents all Unlimited Damages shall be paid in its sole discretion); cash; (ii) if such issuance, increase, or extension would cause payment of the Revolving Outstanding Amount Buyer's Aggregate Damages shall be first made in cash up to exceed the aggregate Revolving Commitments; Cash Portion and then in Equity and (iii) unless such Letter payment of Credit has an expiration date not later than five Business Days prior the Buyer's Aggregate Damages shall be sought first from the Stockholders and then Enterprises and the stockholders parties to the Revolving Credit Maturity Date; Enterprises Asset Agreement before Buyer requires payment from the stockholder of WSB of Buyer's Aggregate Damages with the cash payments of Buyer's Aggregate Damages pursuant to this Agreement and the Enterprises Asset Agreement to be credited to the Buyer's Aggregate Damages. In no event shall Buyer require payment of the Equity Portion of the Damages Limit from the ESOP Plan and Trust, WS Senior or ▇▇▇▇▇▇▇ ▇▇▇▇. For the purposes of this Section 7.6, shares of Common Stock of the Buyer shall be valued at the average of the closing sales price of a share of Common Stock for the sixty day period immediately preceding the date the amount of indemnification is conclusively determined hereunder on the National Market System of the National Association of Securities Dealers Automated Quotation Systems (iv"NASDAQ") unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this AgreementCommon Stock is then listed on one or more national stock exchanges, the terms closing sales price for such sixty day period on the exchange with largest number of this Agreement issuers whose shares are listed thereon. If the shares are not then listed on NASDAQ or an exchange, the value shall control; (vii) unless be the average of the high bid and low asked price for such Letter of Credit is (A) governed sixty day period for the shares on the over-the-counter Bulletin Board maintained by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber NASD. The value of Commerce Publication No. 500 the Options or any successor Additional Options as of the date of the conclusive determination of the amount to such publication, be indemnified shall be determined by an investment banker with experience in case of a commercial letter of credit and (B) the International Standby Practices 1998 published valuing options mutually designated by the Institute of International Banking Law & Practice (Indemnified Party or such later version thereof as may be in effect at Parties and the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender Indemnifying Party or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderParties.

Limitations. (a) The Indemnitor shall be obligated to indemnify the Indemnitee only when the aggregate of all Damages suffered or incurred by the Indemnitee as to which a right of indemnification is provided under Sections 12.1(a) or 12.2(a) exceeds $1,500,000 (such amount, the “Threshold Amount”), provided that with respect to Damages resulting from a breach of the representations and warranties contained in Section 3.13, the Indemnitor shall be obligated to indemnify the Indemnitee only when the aggregate of all Damages suffered or incurred by the Indemnitee as to which a right of indemnification is provided under Sections 12.1(a), or 12.2(a) or 14.2 exceeds Twenty-Five Thousand Dollars ($25,000.00) (such amount, the “Tax Threshold Amount”). After satisfaction of the Tax Threshold Amount, the Indemnitor would be obligated to indemnify the Indemnitee for all amounts, including the Tax Threshold Amount. After the aggregate of all Damages suffered or incurred by the Indemnitee exceeds the Threshold Amount, the Indemnitor shall be obligated to indemnify the Indemnitee only to the extent the aggregate of all such Damages exceeds the Threshold Amount. In no event shall the aggregate Liability of Shareholders, or the aggregate Liability of Purchaser, under this Article 12 exceed fifty percent (50%) of the Purchase Price (the “Maximum Amount”). Furthermore, no claim for Damages may be made for indemnification hereunder if the amount of such claim does not exceed $175,000 (the “de minimis Amount”), provided that a claim for Damages that is $175,000 or less shall count towards satisfaction of the Threshold Amount, provided, further that related claims shall be aggregated and count towards such $175,000 amount. Notwithstanding the foregoingabove, no Letter none of Credit will be issuedthe Threshold Amount, increasedthe Maximum Amount or the de minimis Amount limitations shall apply to the indemnification rights of the parties hereto for Damages resulting from those Liabilities relating to (A) any Special Representation; (B) any representation or warranty of the Shareholders under Section 3.13 or any indemnification under Section 14.2 (provided that the Tax Threshold Amount shall apply to any such indemnification rights) or Section 3.4(c); or (C) indemnification under Section 12.1(c), 12.1(d), or extended:12.1(e) and the payment of such amounts by the Indemnitor shall not count toward the calculation of the Maximum Amount or the de minimis amount of the Indemnitor. (b) The Indemnitor shall not be liable for Damages in excess of the actual Damages suffered by the Indemnitee as a result of the act, circumstance, or condition for which indemnification is sought. (c) In no event will any Party be liable for any amounts for (i) loss of income, profit or revenue of the other Party or any Related Person of such Party, or (Aii) incidental, consequential, special, indirect, punitive or exemplary damages suffered by the other Party and its Related Persons arising from or related to this Agreement, even if such issuanceParty has been advised of the possibility thereof; unless, increasein each case, or extension would cause such damages are payable by the Letter of Credit Exposure other Party to exceed the Aggregate Letter of Credit Sublimit or a third party. (Bd) if such issuance, increase, or extension would cause the Letter of Credit Exposure Except with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender Special Representations, Section 3.13 (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause once the Revolving Outstanding Tax Threshold Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revisionbeen satisfied), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit Section 14 (once the Tax Threshold Amount has been satisfied) and (Bthe Shareholders’ indemnification obligations under Sections 12.1(c) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuanceand 12.1(d), in case determining whether a representation, warranty or covenant has been breached for purposes of standby letter Sellers’ obligations to indemnify Purchaser under Section 12.1 and determining the amount of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender Damages under this Article 12, materiality, Material Adverse Effect or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangementsother similar qualifiers contained in any representation, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers warranty or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lendercovenant will be disregarded.

Limitations. Notwithstanding (a) The indemnification obligations of the foregoing, no Letter of Credit will be issued, increasedPrincipal Sellers regarding a claim for indemnification hereunder made by the Buyer Indemnified Parties for inaccuracies, or extended:breaches of any representation or warranty in this Agreement, but not for breach of any covenant of Sellers, shall become operative only after the aggregate amount of all valid claims for such indemnification made by the Buyer Indemnified Parties exceeds 300,000 FF (the "Indemnification Threshold"); provided, however, that upon reaching the Indemnification Threshold the December 3, 1999 29 [Initials] Principal Sellers shall be liable to indemnify the Buyer Indemnified Parties for all Indemnification claims above and below the Indemnification Threshold. (b) Only the Principal Sellers shall be liable to the Buyer Indemnified Parties for Indemnification claims made pursuant to this Agreement, but such Indemnification liability shall apply with respect to all of the Shares sold by the Sellers to Buyer and not only those Shares sold by the Principal Sellers. The maximum liability of the Sellers under this Agreement for Indemnification claims made by the Buyer Indemnified Parties shall not exceed the purchase price for the Shares, including the Earn-Out Payments, except in the event of fraud or willful misrepresentation, and each Principal Seller shall be liable only to the extent of his respective percentage interest as set forth in section 1.04 (j) above. (c) Any amount due to the Buyer Indemnified Parties as a result of a claim for indemnification hereunder shall be determined after deducting or setting-off (i) any final and indisputable savings of taxes incurred by the Buyer Indemnified Parties or the Company as a result of any indemnified loss and (Aii) if such issuance, increase, any recovery from insurers actually received by the Company or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure Buyer Indemnified Parties with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderindemnified loss.

Limitations. Notwithstanding The indemnification obligations pursuant to Section 12.02 shall become operative only after the foregoingaggregate amount of Damages of the Buyers Indemnified Parties (collectively, no Letter “Buyers Damages”) exceeds Two Hundred Thousand Dollars ($200,000) (the “Deductible”), at which point the Sellers and RWD Canada shall become liable under this Article XII to the extent that the Buyers Damages exceed the Deductible (except that Buyers Damages as to which the Deductible is inapplicable as provided below shall be subject to indemnification immediately). The obligation of Credit will be issuedthe Sellers and RWD Canada for Buyers Damages pursuant to Section 12.02 shall not exceed Three Million Dollars ($3,000,000) (the “Cap”); provided, increasedhowever, or extended: that notwithstanding anything herein to the contrary, the Deductible and the Cap shall not apply to any claim relating to Buyers Damages resulting from (i) the fraud or willful misconduct or criminal activities of the Sellers, RWD Canada, RWD Colombia or the Equity Owners, (Aii) if such issuancea breach by the Sellers, increaseRWD Canada, RWD Colombia or the Equity Owners of any representations and warranties set forth in Sections 5.01 (Organization and Good Standing; Subsidiaries), 5.02 (Execution and Effect of Agreement), 5.07(b) (Tangible Personal Property; Title to Acquired Assets), 5.14 (Taxes), 5.16 (Environmental Matters), 5.19 (Employee Benefit Plans; ERISA) and 5.28 (No Brokers); (iii) any intentional breaches by the Sellers, RWD Canada, RWD Colombia or the Equity Owners of any pre-Closing covenants pursuant to Article VIII; (iv) any intentional breaches by the Sellers, RWD Canada, RWD Colombia or the Equity Owners of any post-Closing covenants pursuant to Article IX; (v) indemnification pursuant to Section 12.05 (Tax Indemnification); (vi) the Excluded Liabilities, (vii) claims related to the Employee Benefit Plans and Foreign Plans to the extent assumed by the Buyers as a result of applicable Law, (viii) any Updated Disclosure, or extension would cause (ix) noncompliance with any bulk transfer, bulk sales or similar Law. Any liability for indemnification under this Article XII will be determined without duplication of recovery because a state of facts giving rise to the Letter Damages constitutes a breach of Credit Exposure to exceed more than one representation, warranty, covenant or agreement hereunder. Buyers’ post-closing indemnification rights under this Agreement will not be limited or otherwise affected by any knowledge obtained by any Buyer, at any time before the Aggregate Letter of Credit Sublimit or (B) if such issuanceclosing, increase, or extension would cause the Letter of Credit Exposure with respect to Letters any inaccuracy in any of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuanceSellers’, increaseRWD Canada’s, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 RWD Colombia’s or any successor to such publication, in case of a commercial letter of credit Equity Owners’ representations and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderwarranties.

Limitations. Notwithstanding (a) The indemnification and reimbursement obligations hereunder shall expire 18 months after the foregoingClosing Date (the “Expiration Date”), no Letter of Credit will be issued, increasedexcept (a) as to any claims for, or extended: (i) (A) if such issuanceany claims that may result in, increaseany liability, judgment, claim, settlement, loss, damage, fee, lien, Tax, penalty, obligation or extension would cause expense for which indemnity may be sought hereunder of which the Letter of Credit Exposure to exceed Indemnitor has received written notice from the Aggregate Letter of Credit Sublimit Indemnitee on or (B) if such issuance, increase, or extension would cause before the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit Expiration Date and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)b) with respect to Taxes, the Expiration Date shall be 90 days after expiration of the latest statute of limitations applicable to such Defaulting Lender Taxes. (b) The Buyer and the other persons or Potential Defaulting Lenderentities indemnified by Seller shall not assert any claim for indemnification hereunder against the Seller unless such claims exceeds $10,000 individually and until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such persons shall exceed $50,000 (the “Indemnification Threshold”). The aggregate liability of the Seller in connection with the indemnification obligations under this Article VII shall not exceed $2,000,000 (including any indemnification claim paid through the Escrow in Section 1.04(b)) for all claims for indemnification, except for third party claims as to which the aggregate liability shall not exceed $ 7,500,000 (which includes the $2,000,000 limitation). (c) The remedies provided in this Article VII shall be exclusive as to any claim by a party under this Agreement or any other document executed thereunder or arising out of the transactions provided for herein and therein and shall preclude assertion by any party of any other rights or the seeking of any other remedies against another party; provided however, that nothing in this Article VII shall limit rights or remedies expressly provided for in this Agreement or Collateral Agreements or rights or remedies which, as a matter of applicable law or public policy, cannot be limited or waived. (d) Notwithstanding anything to the contrary contained in this Agreement, Buyer’s rights to indemnification shall be made net of all insurance reimbursement, third-party contribution and third-party indemnification actually realized or to be realized by Buyer. If any claim for indemnification asserted hereunder is or may be the subject of any insurance coverage or other right to indemnification asserted hereunder is, or may be, the subject of any insurance coverage or other right to indemnification or contribution from any third person, the indemnified party expressly agrees that it shall promptly notify the applicable insurance carrier of any such claim or loss and tender defense thereof to such carrier, and shall also promptly notify any third party indemnitor which may be liable for any portion of such losses or claims. Upon written request of the indemnifying party, the indemnified party shall pursue, at the cost and expense of the indemnifying party, each applicable insurance carrier and third party indemnitor or contributor. Such cost and expense of the indemnifying party shall not be credited against either the $2,000,000 or $7,500,000 limitations in Section 7.04(b). The obligation of Buyer to take action under this Section 7.04(d) shall not be grounds for the Company to delay performance of its indemnity obligations. Buyer shall maintain general liability and products liability insurance on a claims-made basis for 24 months after Closing. (e) No party may claim indemnification based on information in the disclosures listed in the Schedules.

Limitations. Notwithstanding (a) For purposes of this Agreement, a Buyer Indemnified Person may only assert a claim for indemnification under Section 7 during the foregoing, no Letter applicable period of Credit will be issued, increased, or extendedtime (the “Buyer Claims Period”) specified as follows: (i) with respect to any claim arising out of (A) if the Breach by such issuanceSeller of any representation, increasewarranty, covenant or agreement contained in this Agreement or in any other agreement or instrument executed and delivered by any such Seller pursuant hereto relating to (1) such Seller’s authority or ability to enter into this Agreement, any related agreement and to consummate the Contemplated Transactions, (2) such Seller’s title to the Membership Interests of the Company being sold by it pursuant hereto and its ability to transfer the same to Buyer free and clear of all Liens, (3) the Company’ title to the Assets and Properties owned by such Company free and clear of all Liens, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (4) any Tax-related matter, (B) if such issuancefraud, increasewillful misrepresentation or willful misconduct, (C) any Current Seller Liability or Retained Liability, (D) any Liability for any Current Litigation Matter or any Liability that is not included on Schedule 2.4 or the Closing Statement, or extension would cause (E) any indemnification clam made under Section 7.3(b) or pursuant to a Breach by such Seller of the Letter representations and warranties set forth in Section 4.25, the Buyer Claims Period will commence on the date of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed this Agreement and continue until the Letter of Credit Sublimit applicable to such Issuing Lender date that is six (unless such Issuing Lender otherwise consents in its sole discretion);6) years after the Closing Date; and (ii) if with respect to any other indemnification claim made under Section 7.3 the Buyer Claims Period will commence on the date of this Agreement and continue until the date that is two (2) years after the Closing Date; provided, however, that with respect to any such issuanceindemnification claim regarding the Breach by Seller of any obligation hereunder or under any related agreement that is intended to survive and continue after the Closing, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments;Buyer Claims Period will continue for as long as such obligation is outstanding. (iiib) unless For purposes of this Agreement, a Seller Indemnified Person may only assert a claim for indemnification under Section 7.2 during the applicable period of time (the “Seller Claims Period”) commencing on the date of this Agreement and continuing until the date that is six (6) years after the Closing Date; provided, however, that with respect to any such Letter indemnification claim regarding the Breach by Buyer of Credit has an expiration date not later than five Business Days prior any obligation hereunder or under any related agreement that is intended to survive and continue after the Closing, the Seller Claims Period will continue for as long as such obligation is outstanding. Notwithstanding anything to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is contrary in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided thatthis Section 7.4, if before 5:00 p.m. (eastern time) on the terms last day of the applicable Buyer Claims Period or Seller Claims Period, any Letter Party against which an indemnification claim has been made hereunder has been properly notified in writing of Credit Application conflicts such claim for indemnity hereunder and the basis thereof, including with reasonable supporting details for such claim (to the extent then known), and such claim has not been finally resolved or disposed of as of such date, then such claim will continue to survive and will remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms of this Agreement, the terms of this Agreement shall control;. (viic) Sellers shall not have any liability for Adverse Consequences: (i) unless such Letter of Credit is (A) governed and until all claims for Adverse Consequences made by the Uniform Customs and Practice for Documentary Credits Buyer Indemnified Persons aggregate at least Five Thousand Dollars (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and $5,000) (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance“Basket”), in which case the Buyer Indemnified Persons shall be eligible for indemnification for Adverse Consequences in excess of standby letter of credit; and the Basket, or (viiiii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)ii) with respect to breaches of representations and warranties that are not subject to the six (6) year claim period under Section 7.4(a)(i), which in the aggregate exceed One Hundred Thousand Dollars ($100,000) (the “Rep Cap”). In the case of any and all claims for Adverse Consequences under Section 7.3, in no event shall the aggregate liability of a Seller for all such Defaulting Lender Adverse Consequences exceed the portion of the Deemed Aggregate Value allocated and issued to such Seller. A Seller may satisfy his or Potential Defaulting Lenderits indemnification obligations, in whole or in part, by surrendering to the Purchaser one or more Purchase Price Shares, which shall be valued at the Deemed Value Per Share (subject to appropriate adjustment for any stock split, stock dividend, reclassification or combination after the Closing) for purposes of indemnification. Because Buyer is wholly-owned by Parent, Buyer’s and Parent’s indemnification obligations are joint and several. The several nature of the Sellers’ indemnification obligations means that ▇▇▇▇▇▇ will owe 85.7143% and Corral will owe 14.2857% (reflecting their respective pre-Closing ownership percentages in the Company) of the amount of any indemnification amount owed by the Sellers pursuant to this Section 7 (for the avoidance of doubt, subject to the Basket, Rep Cap and time limitations and other provisions of this Section 7), except that the applicable Seller shall be responsible for 100% of (and the non-responsible Seller shall not be responsible for) any indemnification owed under Section 7.3(a)(i) in respect of a Breach of representations or warranties with respect to such Seller in Section 3.1 or owed under Section 7.3(a)(ii) in respect of a Breach of any covenant, obligation or agreement by such Seller. Under no circumstances shall ▇▇▇▇▇▇ have aggregate indemnification obligations in excess of $396,000.00 (which amount is equal to ▇▇▇▇▇▇’▇ ownership percentage of the Deemed Aggregate Value) and under no circumstances shall Corral have aggregate indemnification obligations in excess of $66,000.00 (which amount is equal to Corral’s ownership percentage of the Deemed Aggregate Value).

Limitations. Notwithstanding (a) Seller shall not have any obligation to indemnify the foregoingBuyer Indemnitees from and against any Losses under Section 11.1(a), no Letter other than Losses resulting by reason of Credit any fraud or intentional misrepresentation, until the Buyer Indemnitees have suffered Losses by reason of all such breaches in excess of two percent (2%) of the Purchase Price (after which point Seller will be issuedobligated to indemnify the Buyer Indemnitees from and against all such Losses in excess of the first two percent (2%) of the Purchase Price); provided, increasedhowever, that the foregoing thresholds shall not apply to any indemnification provided by Seller arising out of the representations and warranties in Sections 5.1 (Good Standing and Authority) and 5.8 (Taxes). Buyer shall not have any obligation to indemnify the Seller Indemnitees from and against Losses under Section 11.2(a), other than Losses resulting by reason of any fraud or extended:intentional misrepresentation, until the Seller Indemnitees have suffered Losses by reason of all such breaches in excess of two percent (2%) of the Purchase Price (after which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses in excess of the first two percent (2%) of the Purchase Price); provided, however, that the foregoing thresholds shall not apply to any indemnification provided by Buyer arising out of the representations and warranties in Sections 6.1 (Good Standing and Authority) and 6.3 (Capitalization). (ib) (A) if such issuanceFrom and after the last Closing, increase, or extension would cause the Letter rights of Credit Exposure to exceed the Aggregate Letter Indemnified Parties under Sections 11.1-11.3 shall be the exclusive remedy of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure Seller Indemnitees and Buyer Indemnitees with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuanceand all matters arising out of, increaserelating to, or extension would cause connected with this Agreement, Seller and its assets and liabilities, including, without limitation, the Revolving Outstanding Amount to exceed Purchased Assets and the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of Assumed Liabilities; provided, however, that notwithstanding any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms other provision of this Agreement, the terms nothing herein shall limit any claim of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice any Party for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 remedies at law or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (equity for fraud or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderintentional misrepresentations.

Limitations. Notwithstanding anything to the foregoingcontrary contained in this Agreement: (a) an Indemnifying Party (as defined below) shall not be liable for any claim for indemnification pursuant to Sections 9.1 and 9.2, no Letter unless and until the aggregate amount of Credit will indemnifiable Losses which may be issuedrecovered from the Indemnifying Party equals or exceeds US$30,000, increasedafter which the Indemnifying Party shall be liable only for those Losses in excess of US$30,000; (b) the aggregate amount of indemnifiable Losses which may be recovered from all Gold Glory Indemnifying Parties arising out of or resulting from the causes set forth in Section 9.1 (other than any Losses for payment of Taxes resulting from any inaccuracy in or breach of any representation and warranty of the Company and the Sellers set forth in Section 4.11, which Losses shall equal to the amount of such Taxes actually paid and taking into account reductions for the aggregate amount of Tax credits, refunds and other Tax attributes) shall not exceed US$[3,000,000], and (c) the aggregate amount of indemnifiable Losses which may be recovered from all FFHL Indemnifying Parties arising out of or extended: resulting from the causes set forth in Sections 9.2 (other than (i) (A) if such issuance, increaseany inaccuracy in or breach of any representation and warranty of FFHL set forth in Section 3.26, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if any Losses for payment of Taxes resulting from any inaccuracy in or breach of any representation and warranty of FFHL set forth in Section 3.27, which Losses shall equal to the amount of such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed Taxes actually paid and taking into account reductions for the aggregate Revolving Commitments; (iii) unless such Letter amount of Credit has an expiration date Tax credits, refunds and other Tax attributes), and Section 7 of the Divestiture Agreement shall not later than five Business Days prior exceed US$5,000,000. Notwithstanding anything to the Revolving Credit Maturity Date; contrary, an Indemnified Party (ivas defined below) unless such Letter shall not be entitled to recover Losses pursuant to a claim of Credit is a standby or commercial letter indemnification under both this Agreement and the Divestiture Agreement for the same facts that give rise to the right of credit not supporting the repayment of indebtedness for borrowed money indemnification, and all indemnifiable Losses covered under this Agreement shall be net of any Person; (v) unless such Letter of Credit is indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts connection with the terms facts giving rise to the right of indemnification under the Divestiture Agreement. Notwithstanding anything contained in this Agreement, the terms of this Agreement in no event shall control; any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include, consequential (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revisionincluding lost profits), International Chamber of Commerce Publication No. 500 incidental or any successor to such publicationindirect damages, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance)punitive, in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender special or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderexemplary damages.

Limitations. (a) Notwithstanding any provision of this Agreement to the foregoingcontrary, the Stockholder shall have no Letter obligation to indemnify any Buyer Indemnitee under this Article 5 or to pay damages in respect of Credit contract or other claims arising under this Agreement or any other Transaction Document unless the Buyer Indemnitees have suffered indemnifiable Losses hereunder in an aggregate amount attributable to all Claims and obligors in excess of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Threshold"); ---------- Once the aggregate amount of Losses exceeds the Threshold, the Buyer Indemnitees shall be entitled to recover the full amount of all Losses in excess of the Threshold. (b) In no event will be issuedthe ----------, increased, or extended: exceed the lesser of (i) (A) if such issuance, increase, or extension would cause --------- the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); PREPA Resolution Amount and (ii) if such issuance----------. Notwithstanding any provision of this Agreement to the contrary, increasethe ---------. (c) Notwithstanding any provision of this Agreement to the contrary, neither Mirant nor either Buyer shall have any obligation to indemnify any Stockholder Indemnitee under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Stockholder Indemnitees have suffered indemnifiable Losses in an aggregate amount attributable to all Claims in excess of the Threshold; provided, however, that Mirant's and Buyers' obligations to indemnify any Stockholder Indemnitee for any Losses arising from any breach of this Agreement by Mirant or either Buyer of their obligation to pay, or extension would cause directly or indirectly resulting in the Revolving Outstanding Amount failure of Mirant and Buyers to exceed pay, the Purchase Price and the Note Price under this Agreement, will not be subject to the Threshold. Subject to the foregoing proviso, once the aggregate Revolving Commitments;amount of Losses exceeds the Threshold, the Stockholder Indemnitees shall be entitled to recover the full amount of all Losses in excess of the Threshold. (iiid) unless Notwithstanding any provision of this Agreement to the contrary, the maximum aggregate liability of Mirant and Buyers to the Stockholder Indemnitees for all claims arising under this Agreement and the other Transaction Documents equals $32,000,000; provided, however, that Mirant's and Buyers' obligations to indemnify any Stockholder Indemnitee for any Losses arising from any breach of this Agreement by Mirant or either Buyer of their obligation to pay, or directly or indirectly resulting in the failure of both Mirant and Buyer to pay, the Purchase Price and the Note Price under this Agreement, will not be subject to such Letter limitation. (e) No Indemnitee shall be entitled to indemnification under this Article 5 for Losses (i) directly or indirectly caused by a willful or negligent act of Credit has an expiration date not later than five Business Days such Indemnitee or a breach by such Indemnitee of any representation, warranty, covenant or other agreement set forth in this Agreement or any duty to the potential Indemnitor or (ii) covered by insurance proceeds from insurance owned and paid for by the Stockholder, del Caribe, Eco Holdings or the Partnership prior to the Revolving Credit Maturity Date; (iv) unless Closing, to the extent that the Buyer Indemnitees actually receive such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless insurance proceeds to cover such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderLosses.

Limitations. Notwithstanding (a) The indemnification and reimbursement obligations hereunder shall expire on the foregoingsecond anniversary of the Closing Date (the "Expiration Date"), no Letter of Credit will be issued, increased, or extended: except (i) (A) if such issuance, increaseas to any claims for, or extension would cause any claims that may result in, any liability, judgment, claim, settlement, loss, damage, fee, lien, tax, penalty, obligation or expense for which indemnity may be sought hereunder of which the Letter of Credit Exposure to exceed Indemnifying Party has received written notice from the Aggregate Letter of Credit Sublimit Indemnified Party on or before the Expiration Date or (Bii) if as to any representations, warranty or agreement expressly surviving such issuancetwo year period as set forth in Section 6.6. On or promptly after the fifth anniversary of the Closing Date, increase, or extension would cause the Letter of Credit Exposure Purchaser shall execute and deliver to the Sellers' Representative an instrument releasing each Seller from any and all liability that such Seller may have to the Purchaser under this Agreement (other than with respect to Letters claims surviving such five year period pursuant to the immediately preceding sentence or Section 6.6). The form of Credit issued by such instrument shall be reasonably acceptable to the Purchaser and the Sellers and shall be agreed upon prior to the Closing. (b) The total indemnification obligations of the Sellers (other than for claims relating to or arising out of any Issuing Lender Company Income Tax (as defined below), Section 1.4, Section 2.1(b), Section 2.2 or Section 3.7(b) (collectively, the "Purchaser Excluded Claims")) to the Purchaser pursuant to this Article V shall not exceed (i) for all Sellers (other than Thom▇▇ ▇. ▇▇▇burg) in the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); aggregate $5,680,000 and (ii) if for each Seller (other than Thom▇▇ ▇. ▇▇▇burg) an amount equal to the product of (x) $5,680,000 and (y) the quotient obtained by dividing (1) the number of Shares owned by such issuanceSeller as specified on Annex A (assuming that the Bonburg Transfer has occurred) by (2) 146,183.8. Notwithstanding anything to the contrary set forth in this Agreement, increaseThom▇▇ ▇. ▇▇▇burg in his capacity as a Seller shall have no indemnification obligations to the Purchaser pursuant to this Article V (other than with respect to Purchaser Excluded Claims relating to or arising out of Section 2.2 or Section 3.7(b), which shall not count towards, or extension would cause be subject to, the Revolving Outstanding Amount to exceed limitations set forth in the aggregate Revolving Commitments; (iii) unless immediately preceding sentence or the percentage limitations or $100,000 deductible set forth in Section 5.2(c), and there shall be no limitation on such Letter of Credit has an expiration date not later than five Business Days prior indemnification obligations). Notwithstanding anything to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is contrary set forth in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms indemnification obligations of this Agreement shall control; the Sellers (viiother than Thom▇▇ ▇. ▇▇▇burg) unless such Letter of Credit is (A) governed by to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) Purchaser with respect to Purchaser Excluded Claims shall not count towards, or be subject to, the limitations set forth in the first sentence of this paragraph (b) or the percentage limitations or $100,000 deductible set forth in Section 5.2(c), and there shall be no limitation on such Defaulting Lender indemnification obligations. The total indemnification obligations of the Purchaser (other than for claims relating to or Potential Defaulting Lender.arising out of Section 2.3 or 3.10(g)) to the Sellers pursuant to this Article V shall not exceed in the aggregate $8,000,000. For purposes of calculating the total indemnification obligations of the parties pursuant to this Article V, (i) legal fees and expenses incurred by an Indemnifying Party in the defense of an Indemnified Party against a third party claim shall be included and (ii) costs and expenses incurred or reimbursed by an Indemnifying Party in connection with the pursuit of insurance or third party indemnification or contribution claims pursuant to

Limitations. Notwithstanding anything herein to the foregoingcontrary, Seller shall not incur, and shall have no Letter obligation to the Buyer Indemnitees under this Agreement or in connection with the transactions contemplated hereby with respect to, any Liability unless written notice of Credit will be issued, increased, or extended:such Liability is provided to Seller within 12 months after Closing. (ia) The Buyer Indemnitees shall not be entitled to assert any right to indemnification pursuant to Section 12.04 until the aggregate amount of all Liabilities actually suffered by the Buyer Indemnitees in connection therewith exceeds 1.0% of the Purchase Price (Athe “Indemnity Deductible”) if and then only to the extent such issuanceLiabilities exceed, increasein the aggregate, or extension would cause the Letter Indemnity Deductible (it being agreed that such Indemnity Deductible shall be a true deductible). (b) In no event shall Seller ever be required to indemnify the Buyer Indemnitees for Liabilities under Section 12.04 exceeding, in the aggregate, 30% of Credit Exposure to exceed the Aggregate Letter Purchase Price; and Buyer (on its own behalf and on behalf of Credit Sublimit or the other Buyer Indemnitees) waives, releases and forever discharges Seller from any and all Losses under Section 12.04 in excess of this aggregate amount. (Bc) if such issuance, increase, or extension would cause the Letter of Credit Exposure Seller shall not have any liability for any indemnification under Section 12.04 with respect to Letters any breach by Seller of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents representation or warranty set forth in its sole discretion); (iiSection 6.01(i) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby extent attributable to any Production Tax allocable to Buyer under Section 2.04, except for any penalties, interest or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable additions to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) Tax imposed with respect to such Defaulting Lender or Potential Defaulting LenderProduction Tax by a Governmental Authority as a result of such breach. Section 12.06 Negligence and Fault. THE DEFENSE, RELEASE, INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS SET FORTH IN THIS AGREEMENT (INCLUDING SECTION 7.01, SECTION 12.02, Section 12.03 AND SECTION 12.04) SHALL ENTITLE THE INDEMNITEE TO SUCH DEFENSE, RELEASE, INDEMNIFICATION AND HOLD HARMLESS HEREUNDER IN ACCORDANCE WITH THE TERMS HEREOF, REGARDLESS OF WHETHER THE CLAIM GIVING RISE TO SUCH OBLIGATION IS THE RESULT OF: (A) STRICT LIABILITY, (B) THE VIOLATION OF ANY LAW BY SUCH INDEMNITEE OR BY A PRE-EXISTING CONDITION, OR (C) THE SOLE, CONCURRENT OR COMPARATIVE NEGLIGENCE OF SUCH INDEMNITEE.

Limitations. The obligations of Elekom or any Preferred Shareholder to indemnify any SFI Indemnitees pursuant to Article IX of the Merger Agreement shall accrue only after and to the extent the aggregate dollar amount of Losses incurred by an Indemnified Party for all matters indemnifiable thereunder exceeds One Hundred Thousand Dollars (US $100,000) (the "Basket"), and then Indemnitors shall be only liable for such Losses in excess of $100,000. In addition, no single Loss in an amount of less than $10,000 may be applied to the Basket until such threshold amount is reached, and thereafter, single claims of less than $10,000 must be aggregated so that no claim is made for an amount of less than $10,000 singly or in the aggregate. The obligations of the Indemnitors to indemnify the SFI Indemnitees under this Agreement shall not exceed the $2,500,000 placed in escrow hereunder for claims for indemnification other than (a) IP Claims, which are addressed below, or (b) claims for indemnification related to a breach of the representations contained in Section 2.1 of the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, the aggregate maximum liability of the Indemnitors, for IP Claims shall not exceed (i) Twelve Million Five Hundred Thousand Dollars ($12,500,000) for any IP Claims plus the remaining amount of the Escrow Funds and no IP Claims may be made after the expiration of the one (1) year period following the Closing Date of the Merger. This Agreement and Article IX of the Merger Agreement set forth the sole and exclusive remedy of an SFI Indemnitee for breaches of any representation, warranty, or covenant under the Merger Agreement absent fraud or securities law violations. The maximum liability for claims for breach of the representation and warranty in Section 2.1 in the Merger Agreement is the purchase price (cash paid by SFI to Elekom's Shareholders at closing of the Merger plus the market value of the shares transferred by SFI at closing of the Merger to the Elekom's Shareholders), minus the amount of the cash transferred to SFI from the Escrow Funds pursuant to this Agreement, further reduced by the aggregate amount paid by Elekom and the Preferred Shareholders in connection with all claims for breach of the representations and warranties made under Sections 2.14, 2.19, and 2.23(b) of the Merger Agreement. The maximum liability for claims for breach of the representations or warranties in Sections 2.19, and 2.23(b) of the Merger Agreement is equal to the purchase price (cash paid by SFI to Elekom's shareholders at closing plus the market value of the shares transferred by SFI at Closing to the Elekom's shareholders), minus the amount of the cash transferred to SFI from the Escrow Funds, further reduced by the aggregate amount paid by Elekom and Preferred Shareholders in connection with all claims for breach of the representations and warranties made under Sections 2.1 or 2.14. Notwithstanding anything in this Agreement to the contrary, no Preferred Shareholders will have any liability for any claim that the Software infringes the rights of a third party to the extent the claims arise from modification of the Software by SFI after the Closing of the Merger or to the extent the infringement claim arises out of a combination of the Software with a program, product or material not transferred to SFI's subsidiary as of the Closing of the Merger. In no event (except as specifically provided below) will any Preferred Shareholder have any liability for indirect, incidental, exemplary, or consequential damages whatsoever (including, without limitation, damages for loss of profits, loss of data or other business information) or cover arising under the Merger Agreement, even if the Preferred Shareholder has been advised of the possibility of such damages; provided, however, that although this sentence excludes claims for the lost profits, it does not limit the liability of any Preferred Shareholder hereunder to an SFI Indemnitee for indirect, incidental, exemplary or consequential damages to the extent such damages, including lost profits, are included in a claim by a third party against the SFI Indemnitee or arise as a result of such third party claim that the Software is infringing, or claim of ownership rights in the Software (excluding Third Party Software), and to the extent indemnification under the Merger Agreement covers such third party claims. Notwithstanding the foregoing, no Letter of Credit will be issued, increased, or extended: (i) (A) if such issuance, increase, or extension would cause an SFI Indemnitee shall have the Letter of Credit Exposure right to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness recover for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangementsdirect out-of-pocket expenses, including the delivery of Cash Collateralits direct, satisfactory demonstrable internal costs (without overhead) and/or external costs paid by such SFI Indemnitee to remediate any Loss, whether or not such Issuing Lender (Loss arises in its sole discretion), connection with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lendera Third Party Claim.

Limitations. Notwithstanding (a) Parent shall have no obligation under this Agreement to issue fractional Parent Shares. Where the foregoingapplication of any formula for the calculation of the number of Consideration Shares to be issued under this Agreement would result in the issuance of any fractional Parent Share to any Seller, no Letter the number of Credit will Consideration Shares shall be issuedrounded up to the nearest whole number, increasedand the amount of the Closing Consideration, Post-Closing Consideration, or extended:Milestone Payment to be paid to the Seller by wire transfer of immediately available funds shall be decreased by a corresponding amount. (ib) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior Notwithstanding anything to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is contrary contained in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of Parent shall have no obligation under this Agreement shall control; to issue more than forty-seven million (vii47,000,000) unless such Letter of Credit is Parent Shares, in the aggregate (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision“Parent Shares Limit”), International Chamber as Consideration Shares, unless any issuance in excess of Commerce Publication Nothe Parent Shares Limit has been approved by Parent’s shareholders in accordance with the ASX Listing Rules, including ASX Listing Rule 7.2 (“Parent Shareholder Approval”). 500 or Where the application of any successor formula for the calculation of the number of Consideration Shares to be issued under this Agreement, when included with all other Consideration Shares issued prior to such publicationdate, in case would exceed the Parent Shares Limit (to the extent Parent has not otherwise obtained Parent Shareholder Approval for such issuance), then(A) the number of Consideration Shares to be issued shall be reduced to a commercial letter of credit number that, taken with all other Consideration Shares previously issued pursuant to this Agreement, does not exceed the Parent Shares Limit and (B) the International Standby Practices 1998 published remaining amount of the Closing Consideration, Post-Closing Consideration, or Milestone Payment not satisfied by the Institute issuance of International Banking Law & Practice Consideration Shares under clause (or such later version thereof as may A) shall be in effect at paid to the time Seller by wire transfer of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time immediately available funds shall be increased by a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lender.corresponding amount. Pharma15 Corporation 4

Limitations. (a) Except for a Warranty Breach with respect to a Fundamental Representation or Sections 3.13, 3.17, 4.5 or 5.8, if any Claim for indemnification by Buyer, Tioga, the Hydrocarbon Gathering Company and their respective Affiliates or Seller relating to any Warranty Breach that is subject to indemnification under Sections 10.2(a), 10.2(b) or 10.3(a) results in aggregate Losses that do not exceed $25,000 then such Losses shall not be deemed to be Losses under this Agreement and shall not be eligible for indemnification under this Article X. (b) Except for a Company Warranty Breach or Seller Warranty Breach with respect to a Fundamental Representation or Sections 3.13, 3.17 or 4.5, Buyer, Tioga, the Hydrocarbon Gathering Company and their respective Affiliates shall be entitled to be indemnified pursuant to Sections 10.2(a) or 10.2(b) for Losses incurred for any Company Warranty Breach or Seller Warranty Breach (excluding any item or Loss below the threshold listed in Section 10.4(a)) only if and to the extent that the aggregate amount of all such Losses exceeds 1% of the Base Purchase Price, subject to the other limitations on recovery and recourse set forth in this Agreement. (c) Except for a Company Warranty Breach or Seller Warranty Breach with respect to a Fundamental Representation or Sections 3.13, 3.17 or 4.5, Seller’s liability under Sections 10.2(a) and 10.2(b) will be limited, in the aggregate, to 15% of the sum of (i) the Base Purchase Price plus (ii) the difference between (A) the “Base Purchase Price” under the Water PSA minus (B) the aggregate amounts paid by Seller under Sections 10.2(a) and 10.2(b) of the Water PSA. Under no circumstance will Seller’s liability for any Losses under Section 10.2 (other than liability for Losses under Section 10.2(a) for breach of the representations and warranties in Section 3.13, Section 10.2(c) for breach of the covenants and agreements in Section 6.2 or under Section 10.2(d) or Section 10.2(e)), including Losses with respect to a Fundamental Representation or Sections 3.12, 3.17 or 4.5, exceed the value of the proceeds received by Seller in the transactions contemplated by this Agreement. Except for a Company Warranty Breach or Seller Warranty Breach with respect to a Fundamental Representation or Sections 3.13, 3.17 or 4.5, in no event shall Seller’s aggregate liability under Sections 10.2(a) and 10.2(b) and Sections 10.2(a) and 10.2(b) of the Water PSA exceed, in the aggregate, 15% of the sum of (x) the Base Purchase Price plus (y) the “Base Purchase Price” under the Water PSA. (d) No indemnifying Person shall be liable for any Losses that are subject to indemnification under Sections 10.2 or 10.3 unless a written demand for indemnification under this Agreement is delivered by the indemnified Person to the indemnifying Person with respect thereto prior to 5:00 P.M. Central Time on the final date pursuant to Section 10.1, to assert a Claim for indemnification on the basis asserted in such written demand. Notwithstanding the foregoing, no Letter of Credit any Claim for indemnification under this Agreement that is brought prior to such time will be issued, increased, or extended:survive until such matter is resolved. (ie) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior Notwithstanding anything to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is contrary contained in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, under no circumstances shall any Party be entitled to double recovery under this Agreement, and to the terms of this Agreement shall control; (vii) unless such Letter of Credit extent a Party is (A) governed by compensated for a matter through any adjustment to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 Base Purchase Price or any successor third party recovery or insurance recovery actually received, such Party shall not have a separate right to indemnification for such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lendermatter.

Limitations. 9.1 Notwithstanding the foregoing, the Company shall have no Letter liability with respect to any Losses in excess of Credit will be issuedthe Subscription Price paid for the Subscription Shares except in the case of fraud, increasedwilful concealment or wilful misrepresentation on the part of the Company, or extended:in which case no such limitation shall apply. 9.2 If any third party shall notify JD in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which JD believes would give rise to a claim, then JD shall promptly (i) (A) if such issuance, increase, or extension would cause notify the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents Company thereof in its sole discretion); writing and (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior transmit to the Revolving Credit Maturity Date; Company a written notice (iv“Claim Notice”) unless such Letter of Credit is a standby or commercial letter of credit not supporting describing in reasonable detail, to the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreementextent reasonably practicable, the terms nature of this Agreement shall control; (vii) unless such Letter the Third Party Claim, along with a copy of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) all papers served with respect to such Defaulting Lender claim (if any). The failure to so notify the Company shall not relieve the Company of its obligations hereunder except to the extent any Losses are increased by an amount in excess of the Subscription Price paid for the Subscription Shares by the failure of JD to promptly notify the Company, and in such case, the amount in excess of the Subscription Price shall not be recoverable by JD except in the case of fraud, wilful concealment or Potential Defaulting Lenderwilful misrepresentation on the part of the Company, in which case no such limitation shall apply. 9.3 Upon receipt of a Claim Notice with respect to a Third Party Claim, the Company shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying JD in writing that the Company elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Company, the Company shall have the right to control and settle the proceeding, provided, that, (i) any such settlement or compromise shall be permitted hereunder only with the written consent of JD which consent shall not be unreasonably withheld or delayed; and (ii) and the Company shall keep JD reasonably informed of the progress of such defense on a regular basis. 9.4 If requested by the Company, JD shall, at the sole cost and expense of the Company, cooperate with the Company and its counsel in contesting any Third Party Claim which the Company elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. JD shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Company and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under Clause 9.3 above) of any Third Party Claim assumed by the Company pursuant to Section 9.3. 9.5 In the event of a Third Party Claim for which the Company elects not to assume the defense or fails to make such an election within thirty (30) days of the Claim Notice, JD may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Company; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Company, which consent shall not be unreasonably withheld or delayed.

Limitations. Notwithstanding (a) The indemnification and reimbursement obligations arising out of Section 5.1(a)(i) or Section 5.1(b)(i) hereunder shall expire on the foregoingthird anniversary of the Closing Date (the "Expiration Date"), no Letter of Credit will be issued, increased, or extended: except (i) (A) if such issuance, increaseas to any claims for, or extension would cause any claims that may result in, any liability, judgment, claim, settlement, loss, damage, fee, Lien, Tax, penalty, obligation or expense for which indemnity may be sought hereunder of which the Letter Indemnifying Party has received written notice from the Indemnified Party on or before the Expiration Date or (ii) as to any representation or warranty expressly surviving such period as set forth in Section 2.3. (b) The total indemnification obligations of Credit Exposure Sellers (other than for claims relating to Unassumed Liabilities or relating to or arising out of fraud or Section 3.6 (collectively the "Excluded Claims")) to Buyer pursuant to this Article V shall not exceed the Aggregate Letter Purchase Price in the aggregate. Notwithstanding anything to the contrary set forth in this Agreement, the indemnification obligations of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure Sellers with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increaseExcluded Claims shall not count towards, or extension would cause be subject to, the Revolving Outstanding Amount limitations set forth in the first sentence of this paragraph (b) or the $100,000 deductible set forth in Section 5.2(c), and there shall be no limitation on such indemnification obligations. The total indemnification obligations of Buyer to Sellers pursuant to this Article V (other than for claims in respect of Assumed Liabilities) shall not exceed (x) with respect to obligations or liabilities arising from or in connection with a failure of the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior closing to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby occur or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms termination of this Agreement, an aggregate amount of $300,000, and (y) in respect of other indemnification obligations, an aggregate amount of $2,000,000. For purposes of calculating the terms total indemnification obligations of the parties pursuant to this Article V, (i) legal fees and expenses incurred by an Indemnifying Party in the defense of an Indemnified Party against a third party claim shall be included and (ii) costs and expenses incurred or reimbursed by an Indemnifying Party in connection with the pursuit of insurance or third party indemnification or contribution claims pursuant to Section 5.1(e) shall be excluded. (c) Neither party to this Agreement shall control; (viibe entitled to indemnification pursuant to Sections 5.1(a)(i) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revisionor Section 5.1(b)(i), International Chamber of Commerce Publication No. 500 or any successor unless the aggregate Losses to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) party with respect to all such Defaulting Lender or Potential Defaulting Lenderclaims for indemnification exceed $100,000, in which case the other party shall be obligated, subject to the limitations set forth in paragraphs (a) and (b) of this Section 5.2, to pay in full the aggregate amount of such Losses.

Limitations. Notwithstanding the foregoing, no Letter of Credit will be issued, increased, or extended: (i) Notwithstanding anything to the contrary in this Agreement, (A) if Parent Indemnitees’ aggregate recovery for any and all obligations arising under Section 8.1(b), (c) and (d) and (B) the Stockholder Indemnitees’ aggregate recovery for any and all obligations arising under Section 8.1(e) shall be limited as set forth in this Section 8.2(c). With respect to (A) any and all matters arising under Sections 8.1(c)(i), (ii) and (vi), and 8.1(e), as applicable, for which a Notice of Claim or Stockholder Claim Notice, as applicable, has been given prior to Parent’s receipt from its certified public accountants of their signed audit opinion with respect to Parent’s fiscal 2005 audit (the “2006 Audit Date”), the aggregate recovery permitted to Parent Indemnitees and Stockholder Indemnitees, as applicable, shall be $2,580,000 and (B) any and all additional such issuancematters arising under Sections 8.1(c)(i), increase(ii) and (vi), and 8.1(e), as applicable, that are the subject of a Notice of Claim or extension would cause Stockholder Claim Notice, as applicable, given on or after the Letter 2006 Audit Date and on or before the Termination Date, the aggregate recovery permitted (including in such aggregate calculation all recoveries related to Notices of Credit Exposure Claim or Stockholder Claim Notices, as applicable, given prior to exceed the Aggregate Letter 2006 Audit Date) to Parent Indemnitees and Stockholder Indemnitees, as applicable, shall be $1,720,000. The foregoing $2,580,000 and $1,720,000 amounts are each referred to as the “Indemnification Cap.” With respect to Parent Indemnitees recovery for Damages relating to the Special Matters, the foregoing limitations on recovery in this Section 8.2(c)(i) shall not apply; provided, however that with respect to each Common Stockholder, Parent Indemnitees’ recourse shall first be to the Escrow Fund until it shall have been fully disbursed in accordance with the terms of Credit Sublimit the Escrow Agreement, and thereafter, to the Common Stockholders severally and subject always to a limit equal to such Common Stockholder’s Pro Rata Share of such Damages in excess of the then-applicable Indemnification Cap. With respect to Parent Indemnitees’s recovery for Damages relating to the representations and warranties in Article 3A, the foregoing limitations on recovery set forth in this Section 8.2(c)(i) shall not apply, except that Parent Indemnitees’ recourse shall be solely to the Stockholder in breach of any such representation or warranty. Notwithstanding the foregoing or any other provision of this Agreement, in no event shall any (A) holder of Preferred Stock be liable under this Agreement for any Damages in excess of the aggregate amount paid to such Stockholder in respect of its shares of Preferred Stock as set forth in the Payment Spreadsheet or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure Common Stockholder be liable under this Agreement for any Damages (x) with respect to Letters claims that do not involve fraud or an intentional misrepresentation, in excess of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable aggregate amount paid to such Issuing Lender Stockholder as set forth in the Payment Spreadsheet and (unless y) with respect to claims involving fraud or an intentional misrepresentation, in excess of such Issuing Lender otherwise consents in its sole discretion);Stockholder’s Pro Rata Share of $17,200,000. (ii) if No Parent Indemnitee shall be entitled to seek indemnification hereunder for Damages pursuant to Section 8.1(c)(i),(ii) or (vi) until the aggregate of all Damages under this Agreement payable pursuant to Section 8.1(c)(i),(ii) or (vi) to such issuanceParent Indemnitees (in the aggregate) exceeds $170,000. No Stockholder Indemnitee shall be entitled to seek indemnification hereunder for Damages pursuant to Section 8.1(e) until the aggregate of all Damages under this Agreement payable to all Stockholder Indemnitees exceeds $170,000. At such time as such Damages exceed $170,000, increasethe applicable Indemnitee shall have the right to seek indemnification from the first dollar; provided, however, that this limitation shall not apply to (A) Damages involving fraud or an intentional misrepresentation, (B) the payment of any Adjustment Amount under Section 1.7(h), (C) the payment of any amount under Section 8.1(c)(iii), (iv), (v) or (vii), or extension would cause (D) Damages relating to Taxes, including as set forth in Section 8.1(d), in each case for which Indemnitees shall be entitled to seek indemnification hereunder for Damages from the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments;first dollar. (iii) unless such Letter So long as the Escrow Fund has not been fully disbursed in accordance with the Escrow Agreement, in the event that an Indemnitee receives insurance proceeds in respect of Credit has an expiration date not later than five Business Days prior Damages or alleged Damages, the calculation of Damages shall be limited to the Revolving Credit Maturity Date;amount of such Damages net of the difference between any insurance proceeds received by the Indemnitee in respect thereof minus the amount of premiums paid for such insurance by the Indemnitee. (iv) unless In no event shall the Stockholders be obligated to indemnify Parent Indemnitees for any current liabilities reflected on the face of the Closing Balance Sheet as finally determined under Section 1.7(h) to the extent such Letter liability is (A) specifically identified by dollar amount and item on the face of Credit is the Closing Balance Sheet as finally determined under Section 1.7(h) or described in the footnotes thereto and (B) for a standby or commercial letter dollar amount not in excess of credit not supporting the repayment amount included in the calculation of indebtedness for borrowed money of any Person;the Adjustment Amount. (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of Notwithstanding any Letter of Credit Application conflicts with the terms other provision of this Agreement, the terms of Company Disclosure Schedule or any other Exhibit or Schedule to this Agreement or certificate or instrument delivered in connection with this Agreement, the indemnities set forth in this Article 8 shall control;be the exclusive remedies of the Indemnitees for Damages due to any misrepresentation or breach of any representation or warranty or covenant or agreement contained in this Agreement, the Company Disclosure Schedule or any other Exhibit (other than Exhibits E-1 and E-2) or Schedule to this Agreement or certificate or instrument delivered in connection with this Agreement (other than the agreement referenced in Section 5.3), except as to Damages attributable to fraud or an intentional misrepresentation, in which case the aggrieved party shall have recourse to all remedies at law or in equity, including (in the case of Parent Indemnitees during the term of the Escrow Agreement) against the Escrow Fund. Nothing contained in this Section 8.2(c)(v) shall prohibit a party from proceeding under Section 8.6 or commencing an Action to enforce this Article 8. (vi) Parent, the Surviving Corporation, the Company and the Stockholders and their respective affiliates (including all Parent Indemnitees) shall act in good faith and in a commercially reasonable manner to mitigate any Damages they may suffer. (vii) unless such Letter of Credit is (A) governed by In the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect event that Parent seeks indemnification from ▇▇▇▇▇ pursuant to Section 2.17(a)(iv)8.1(c) with in respect of any Damages for which ▇▇▇▇▇ is jointly and severally liable under this Agreement, and the Escrow Fund theretofore has been exhausted or would be exhausted due to satisfaction of such Defaulting Lender or Potential Defaulting Lenderindemnification claim, then without limiting its other rights and obligations under this Agreement, Parent shall concurrently seek indemnification from ▇▇▇▇▇▇▇▇▇.

Limitations. Notwithstanding 10.1 The liability of the Warrantors (if any) pursuant to the Warranties (and, where expressly stated, under this Agreement and the Tax Deed) shall be limited in accordance with the following provisions of this Clause notwithstanding any other provision of this Agreement. 10.1.1 The liability of the Warrantors (if any) under the Warranties (other than the Warranties set out in paragraphs 2.1, 2.4.1, 2.4.2 and 6.1 of Part 1 of Schedule 5) (a) in the case of the Warranties set out in Part 2 of Schedule 5 shall cease on the third anniversary of the Completion Date and (b) in the case of the remaining Warranties shall cease on the first anniversary of the Completion Date save as regards any alleged breach of any of the Warranties in respect of which notice in writing (containing details of the event or circumstance giving rise to such breach or claim, the nature thereof and the estimated total amount of liability therefor) shall have been served on the Warrantors prior to the relevant date; 10.1.2 Any claim shall, if it has not been previously satisfied or withdrawn, be deemed to have been withdrawn and shall become fully barred and unenforceable (and no new claim may be made in respect of the facts giving rise to such withdrawn claim) on the expiry of the period of six months commencing on the date on which notice of the claim shall be given in accordance with this Agreement unless by then proceedings in respect of that claim shall have been issued and served upon the Warrantors. 10.1.3 The Warrantors shall not be liable for breach of the Warranties or under the Tax Deed unless the aggregate liability of the Warrantors thereunder exceeds US$3 million; 10.1.4 The liability of each Individual Vendor for breach of the Warranties (or, following Completion, in the case of Trustee Vendor for any obligation under this Agreement or under the Tax Deed shall not in any event exceed the value of the Consideration Stock received by that Vendor (valued at the Relevant Price) and such liability shall be satisfied fully by the delivery up to the Purchaser by the relevant Warrantor of such number of shares of common stock of the Purchaser (comprising all or part of the Consideration Stock) as shall equal the amount of such liability valued as aforesaid. For the avoidance of doubt, the Purchaser shall not have recourse in any circumstance to any other asset of the relevant Warrantor and shall only have recourse to the Consideration Stock in the manner set out in this clause; 10.1.5 The Purchaser shall not make any claim against the Warrantors under this agreement or the Tax Deed unless the amount that would otherwise be recoverable from the Warrantors (but for this clause 10.1.5) in respect of the claim (when aggregated with any other claims arising from the same facts or circumstances as relate to, or the same conduct that gives rise to, that claim exceeds $75,000. 10.1.6 The Warrantors shall not be liable to satisfy any breach or claim if and to the extent that any breach or claim is based upon a liability which is contingent only unless and until such contingent liability becomes an actual liability and is due and payable; but this sub-clause shall not operate to avoid any claim made in respect of a contingent liability of which notice is given within the applicable time limits referred to in this sub-clause together with such material details relating to that claim of which the Purchaser shall be aware when giving it. 10.1.7 No representations, warranties or undertakings, express or implied, statutory or otherwise, made by or on behalf of any of the Warrantors to any other of the parties in connection with or arising out of the acquisition of the Shares and which are not contained in this Agreement or any other documents which this Agreement expressly requires shall be executed (together "the Agreed Documents") shall (save in the event of fraud) give rise to any liability on the part of the maker or makers of any such representations, warranties or undertakings. 10.1.8 The Purchaser confirms that it has not relied on any representation, warranty or undertaking of any Warrantor which is not contained in the Agreed Documents. 10.1.9 The Purchaser agrees that its only remedies in relation to the Agreed Documents shall be for breach of contract and it irrevocably and unconditionally waives any right it may have to claim damages for any pre-contractual misrepresentation in relation to the subject-matter of the Agreed Documents unless such misrepresentation was made fraudulently. 10.1.10 The Purchaser shall not be entitled to rescind this agreement after Completion in any circumstances whatsoever. 10.1.11 The Purchaser shall have no claim if and to the extent that any breach or claim occurs as a result of any legislation or administrative practice (whether of the United Kingdom or otherwise) not in force at the date of Completion which takes effect retrospectively or occurs as a result of the alteration of any legislation, including without limitation, any change in the basis or method of calculation of or any increase in the rates of Taxation in force at the date of Completion. 10.1.12 The Warrantors shall be under no liability in respect of any matters resulting from a change in accounting or in Taxation policy or practice of the Purchaser or any member of the Group including the method of submission of Taxation returns introduced since or having effect after Completion. 10.1.13 If the Purchaser or the Group shall be entitled to recover any sum (or claim reimbursement of any sum) from an insurer or some other person by reason of or in respect of the matter giving rise to a claim against the Warrantors the Purchaser shall (and it shall procure that the Company and the Subsidiaries shall) take such steps to enforce such recovery or reimbursement as the Warrantors may reasonably request provided that (i) the Purchaser, the Company and the Subsidiaries are indemnified to their reasonable satisfaction against all reasonable costs and expenses for which the Purchaser or the Company or the Subsidiaries may become liable as a consequence of taking such steps as the Warrantors shall so request; and (ii) (save in the case of an insurance claim) the action requested will not, in the reasonable judgement of the Purchaser, be likely to have a material adverse effect on the business of the Purchaser or the Group; and (iii) the Warrantors have accepted liability in respect of the claim; 10.1.14 The Warrantors shall have no liability in respect of any claim to the extent that an allowance, provision or reserve in respect of the matters to which the liability relates shall be made in or the same shall be reflected in the Completion Accounts. 10.2 If the Warrantors pay to the Purchaser an amount in respect of any liability and the Purchaser subsequently recovers from a third party a sum which is referable to that liability, the Purchaser shall promptly repay to the Warrantors so much of the amount paid by them as does not exceed the sum recovered from the third party less all reasonable costs, charges and expenses incurred by the Purchaser, the Company or the Subsidiaries or any of them (as the case may be) in recovering that sum from the third party and any Taxation payable by any such company on that sum other than a claim in respect of the Tax Warranties in which event Clause 7.2 of the Tax Deed shall apply. 10.3 Any liability of the Warrantors shall be computed after taking into account any related corresponding savings by the Purchaser or its successors in title and/or the Company or any Subsidiary including, without prejudice to the generality of the foregoing, no Letter relating to Taxation. 10.4 The Warrantors shall not be liable for any breach of Credit will be issued, increased, the Warranties to the extent that the facts or extended: (i) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure circumstances with respect to Letters the breach are Disclosed in the Disclosure Letter. 10.5 The Warrantors shall have no liability to the extent that the circumstances giving rise to a particular claim would not have arisen but for any voluntary act, omission, transaction or arrangement after Completion of Credit issued by the Company or any Issuing Lender of the Subsidiaries or the Purchaser or any person connected with either any of them (applying for this purpose section 839 of the Taxes Act to exceed determine whether any person is connected with another) and their directors, employees or agents otherwise than in the Letter ordinary and normal course of Credit Sublimit applicable business of the Company and of the Subsidiaries as presently carried on or pursuant to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days a legally binding obligation made prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms date of this Agreement or outside the ordinary and normal course of business but which has been Disclosed to the Purchaser. 10.6 The amount of the Warrantor's liability in respect of any matter shall controlbe reduced by the amount (if any) by which any provision for such matter in the Accounts shall at the date of any claim relating to such matter be confirmed by the auditors for the time being of the Company at the request of any party to be an over-provision. 10.7 In calculating any damages payable to the Purchaser as a result of the breach of any of the Warranties the Purchaser agrees that it shall not be entitled to argue that the value of Shares would have exceeded the Consideration had there been no breach of Warranty. 10.8 If any fact or circumstance comes to the notice of the Purchaser or the Group which might constitute or give rise to a claim the Purchaser shall: 10.8.1 forthwith notify the Warrantors giving full details so far as practicable of the claim; (vii) unless such Letter 10.8.2 keep the Warrantors informed of Credit is (A) governed by all material developments in relation to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of creditclaim; and 10.8.3 make or procure to be made available to the Warrantors or their duly authorised agents on reasonable notice during normal business hours all relevant books of account, records and correspondence of the Company and the Subsidiaries for the purposes of enabling the Warrantors to ascertain or extract any information relevant to the claim. 10.9 If the Purchaser or the Group shall receive any claim (viii"Third Party Claim") which shall be made by a third party against the Group, which might constitute or give rise to a liability pursuant to this Agreement the Purchaser shall (subject to being indemnified and secured to its reasonable satisfaction against all reasonable costs and expenses for which it or the Group may become liable):- 10.9.1 take such action as the Warrantors may reasonably request to avoid, dispute, resist, appeal, compromise or defend or mitigate any such Third Party Claims; 10.9.2 not make any admission of or settle or compromise any liability which the Company may have in relation to the Third Party claim without the prior written consent of the Warrantors, such consent not to be unreasonably withheld or delayed; and 10.9.3 if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless so required by the applicable Issuing Lender has entered into arrangements, including Warrantors in writing retain solicitors chosen by the delivery Warrantors to proceed on behalf of Cash Collateral, satisfactory the Purchaser of the Company in relation to the Third Party Claim in accordance with the instructions of the Warrantors and give to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lendersolicitors all and every assistance and information as they may require.

Limitations. Notwithstanding The following provisions of this Section 7.4 shall limit the foregoing, no Letter of Credit will be issued, increased, or extendedindemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article VII unless a written claim for indemnification in accordance with Section 7.2 or Section 7.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the first anniversary of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of (Ax) if such issuancea breach of any representation or warranty contained in Sections 4.1, increase4.2, or extension would cause 4.6, 4.7, 5.1, 5.2 and 5.5 (the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit “Fundamental Representations”) or (By) if an Excluded Liability may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time prior to the expiration of such issuancecovenant according to its terms. (b) An Indemnifying Party shall not be obligated to pay for any Indemnified Costs under this Article VII until the amount of all such Indemnified Costs exceeds, increasein the aggregate, $500,000, in which event Indemnifying Party shall pay or extension would cause be liable for all such Indemnified Costs from the Letter first dollar. The aggregate liability of Credit Exposure an Indemnifying Party under this Article VII shall not exceed $17,500,000. The limitations in the previous two sentences shall not apply to Indemnified Costs to the extent such costs arise out of (i) a breach of any Fundamental Representations or (ii) an Excluded Liability. (c) Each Party acknowledges and agrees that, after the Closing Date, notwithstanding any other provision of this Agreement to the contrary, the Buyer’s and the other Buyer Indemnified Parties’ and the Seller’s and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to Letters the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article VII. The Parties further acknowledge and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in the Ancillary Documents. Any indemnification obligation of Credit issued by any Issuing Lender the Seller to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increaseBuyer Indemnified Parties on the one hand, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior Buyer to the Revolving Credit Maturity Date; (iv) unless Seller Indemnified Parties on the other hand, pursuant to this Article VII shall be reduced by an amount equal to any indemnification recovery by such Letter Indemnified Parties pursuant to the other Ancillary Documents between the Parties to the extent that such other indemnification recovery arises out of Credit is a standby the same event or commercial letter circumstance giving rise to the indemnification obligation of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless Seller or the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided thatBuyer, if the terms of any Letter of Credit Application conflicts with the terms of this Agreementrespectively, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderhereunder.

Limitations. Notwithstanding the foregoing, no Letter of Credit will be issued, increased, or extended: (i) No amount shall be payable to the Buyer Indemnified Parties in satisfaction of claims for indemnification pursuant to Section 6.2(a)(i) unless and until the aggregate amount of all Losses of the Buyer Indemnified Parties paid, incurred, sustained or accrued (Aor anticipated to be paid, incurred, sustained or accrued) if equal or exceed $500,000 (the “Threshold”), at which time the Sellers shall indemnify the Buyer Indemnified Parties for the full amount of all such issuanceLosses in excess of $100,000 up to an amount equal to the Cap; provided that the Threshold shall not apply to any Losses resulting from, increasearising out of or relating to breaches of the representations and warranties set forth in the Statutory Representations and the Fundamental Representation, or extension would cause the Letter related sections and subsections of Credit Exposure to exceed the Aggregate Letter Company Disclosure Schedule (in each case disregarding any materiality or knowledge limitation therein for purposes of Credit Sublimit determining the Losses resulting from, arising out of or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable relating to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretionbreach, but not for purposes of determining whether a breach occurred);. (ii) if such issuanceThe aggregate amount of all payments made by the Sellers in satisfaction of claims for indemnification pursuant to Section 6.2(a)(i) shall not exceed $5,000,000 (the “Cap”); provided that the Cap shall not apply to any Losses resulting from, increasearising out of or relating to breaches of the representations and warranties set forth in the Statutory Representations and the Fundamental Representation, or extension would cause the Revolving Outstanding Amount related sections and subsections of the Company Disclosure Schedule (in each case disregarding any materiality or knowledge limitation therein for purposes of determining the Losses resulting from, arising out of or relating to such breach, but not for purposes of determining whether a breach occurred); provided, however, that in no event shall the aggregate amount of all payments made by Sellers in satisfaction of claims for indemnification Pursuant to Section 6.2 exceed the aggregate Revolving Commitments;amount equal to the Purchase Price. (iii) unless In calculating any Losses there shall be deducted any indemnification, contribution or other similar payment actually recovered by the Indemnitee or any Affiliate thereof from any third Person with respect thereto. Any such Letter of Credit amounts received by an Indemnitee or any Affiliate thereof with respect to any indemnity claim after it has received an expiration date not later than five Business Days prior indemnity payment hereunder shall be promptly paid over to the Revolving Credit Maturity Date;Indemnitor; provided that the Indemnitee shall not be obligated to pay over any such amount in excess of the amount paid by the Indemnitor to the Indemnitee with respect to such claim. (iv) unless such Letter No ▇▇▇▇▇▇▇ Shareholder shall be required to indemnify and hold harmless for more than the ▇▇▇▇▇▇▇ Shareholder Pro Rata Share of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any PersonLoss under Section 6.2; (v) unless In no event shall the aggregate amount required to be paid by a ▇▇▇▇▇▇▇ Shareholder under Section 6.2 exceed the portion of the Purchase Price actually received by such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion▇▇▇▇▇▇▇ Shareholder; (vi) unless the Borrowers have delivered No ▇▇▇▇▇▇▇ Shareholder shall be required to such Issuing Lender a completed indemnify and executed Letter of Credit Application; provided thathold harmless under Section 6.2 with respect to Losses arising from any fraud, if the terms intentional misrepresentation, breach of any Letter of Credit Application conflicts with the terms of this Agreementwarranty, the terms of representation, covenant or obligation contained in this Agreement by any other Shareholder; provided, however that this subclause (vi) shall controlnot apply in the event of such breach by the Company; (vii) unless No Seller shall have any liability for any Loss to the extent that an allowance, provision or reserve covering such Letter of Credit Loss is (A) governed by specifically included in the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; andClosing Working Capital. (viii) if Except for remedies that cannot be waived as a matter of Law and injunctive and provisional relief, this ARTICLE VI shall be the sole and exclusive remedy for breach of, or inaccuracy in, any Revolving Lender is at representation, warranty, or covenant contained herein, or otherwise in respect of the transactions contemplated hereby. (ix) No Seller shall have liability under any provisions of this Agreement for any Losses to the extent that such time a Defaulting Lender Losses were caused by actions taken or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery omitted to be taken by Buyer or any of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) Affiliates with respect to the Company, Business, Purchased Assets and/or Assumed Liabilities after the Closing Date. (x) No Buyer shall have liability under any provisions of this Agreement for any Losses to the extent that such Defaulting Lender Losses were caused by actions taken or Potential Defaulting Lenderomitted to be taken by Seller or any of its Affiliates with respect to the Company, Business, Purchased Assets and/or Assumed Liabilities prior to the Closing Date.

Limitations. Notwithstanding anything in this Agreement to the foregoing, no Letter of Credit will be issued, increased, contrary or extendedany right or remedy available under any Law: (ia) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior Except for Losses relating to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby Seller Fundamental Warranties, the Environmental Warranties or commercial letter of credit fraud or willful misrepresentation, the Buyer Indemnified Parties shall not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable be entitled to such Issuing Lender in its sole discretion; (viindemnification pursuant to Section 10.2(a) unless the Borrowers have delivered aggregate amount of Losses indemnifiable under Section 10.2(a) exceeds one percent (1%) of the Adjusted Purchase Price (and, then, only to the extent of such Issuing Lender a completed and executed Letter excess). The Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 10.3(a) unless the aggregate amount of Credit Application; provided thatLosses indemnifiable under Section 10.3(a) exceeds one percent (1%) of the Adjusted Purchase Price (and, if then, only to the terms extent of any Letter of Credit Application conflicts with such excess). (b) Except for Losses relating to the terms of this AgreementSeller Fundamental Warranties, the terms of this Agreement Environmental Warranties or fraud or willful misrepresentation, the Buyer Indemnified Parties shall control; (viinot be entitled to indemnification pursuant to Section 10.2(a) unless such Letter the amount of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Losses indemnifiable under Section 2.17(a)(iv)10.2(a) with respect to any specific matter exceeds $25,000, in which event all such Defaulting Lender Losses with respect to such specific matter shall be included in calculating the threshold established in the first sentence of Section 10.4(a). The Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 10.3(a) unless the amount of Losses indemnifiable under Section 10.3(a) with respect to any specific matter exceeds $25,000, in which event all such Losses with respect to such specific matter shall be included in calculating the threshold established in the second sentence of Section 10.4(a). (c) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY PURSUANT TO THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE PURCHASE AND SALE OF THE SHARES FOR SPECIAL, SPECULATIVE, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL LIMIT A PARTY’S ABILITY TO RECOVER ANY LOSSES TO THE EXTENT AWARDED IN CONNECTION WITH A THIRD-PARTY CLAIM. (d) Sellers shall not have any liability pursuant to this Agreement or Potential Defaulting Lenderotherwise in connection with the purchase and sale of the Shares for any Loss (i) to the extent arising out of or resulting from any action taken or omitted to be taken after the Closing by Buyers or any of its Affiliates (including, after the Closing, the Business Entities), (ii) to the extent arising out of or resulting from any matter disclosed in the Schedules to this Agreement, (iii) under Section 10.2(a) to the extent arising out of or resulting from a change in Law that becomes effective after the Closing, or (iv) to the extent expressly taken into account on the Net Working Capital Statement. Buyers shall not have any liability pursuant to this Agreement or otherwise in connection with the purchase and sale of the Shares for any Loss (i) to the extent arising out of or resulting from any action taken or omitted to be taken after the Closing by Sellers or any of their respective Affiliates (excluding, after the Closing, the Business Entities), or (ii) under Section 10.3(a) to the extent arising out of or resulting from a change in Law that becomes effective after the Closing. (e) Except for Losses relating to the Seller Fundamental Warranties or fraud or willful misrepresentation, Sellers shall have no liability pursuant to Section 10.2(a) or the Scheduled Environmental Items in excess of 15% of the Adjusted Purchase Price in the aggregate (the “Cap”). Except for Losses relating to the Buyer Fundamental Warranties or fraud or willful misrepresentation, Buyers shall have no liability pursuant to Section 10.3(a) in excess of 15% of the Adjusted Purchase Price in the aggregate. (f) For the purpose of determining whether there has been a breach of a representation or warranty and the amount of any Losses that are the subject matter of a claim for indemnification hereunder, each representation and warranty contained in this Agreement (other than the representations and warranties set forth in Section 3.6(a)) shall be read without regard to any materiality qualifier (including, without limitation, any reference to Material Adverse Effect) contained therein.

Limitations. (a) Notwithstanding any provision of this Agreement to the foregoingcontrary, none of Company, the Subsidiary and the Stockholders shall have any obligation to indemnify Buyer under this Article 5, and Buyer shall have no Letter obligation to indemnify Company or the Stockholders under this Article 5, and/or in each case to pay damages in respect of Credit will contract or other claims arising under this Agreement or any other Transaction Document unless the persons so entitled to indemnity or recovery thereunder have suffered Losses in an aggregate amount attributable to all Indemnification Claims and obligations in excess of Fifty Thousand Dollars ($50,000) (the “Threshold”). Once the aggregate amount of Losses (that are individually below the Threshold) exceeds the Threshold, persons entitled to recovery shall be issuedentitled to recover the full amount of all such Losses, increasedregardless of the Threshold. No person shall be entitled to indemnification under this Article 5 for Losses directly or indirectly caused by a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement or any duty to the potential Indemnitor. (b) The maximum aggregate liability of the Company, Subsidiary and the Stockholders to Buyer for all claims under this Agreement, and Buyer to the Company and the Stockholders for all claims under this Agreement, shall equal One Million Five Hundred Thousand Dollars ($1,500,000) (the “Indemnity Cap”), provided, however, that there shall be no limitation in the event that a court of competent jurisdiction determines that there has been any act of fraud and/or intentional misrepresentation or omission by the Company and/or the Subsidiary, or extended: (i) (A) if such issuanceby the Buyer, increaseas applicable, in any representation, warranty or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents covenant contained in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of Schedules attached hereto and/or any certificate delivered by the Company and/or the Subsidiary, or the by the Buyer, as applicable, pursuant to this Agreement. (c) The rights to indemnification set forth in this Agreement shall control;be the sole and exclusive remedy to each party for matters covered by such indemnification rights. (viid) unless such Letter of Credit is (A) governed Notwithstanding any provisions set forth in this Article 5, the parties agree that the Threshold and the Indemnity Cap set forth above shall apply in the aggregate to all claims asserted by the Uniform Customs Company, the Stockholders or Buyer whether those claims are asserted under this Agreement or the Membership Purchase Agreement and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor that the indemnification provisions set forth herein are not intended to such publication, add to the Threshold and Indemnity Cap set forth in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; andMembership Purchase Agreement. (viiie) if Notwithstanding anything to the contrary contained in this Agreement, neither Aston nor its affiliates will have any Revolving Lender is at such time indemnification obligations to Buyer hereunder except for intentional acts of Aston occurring after the consummation of Aston’s purchase of the Membership Interests pursuant to the Membership Purchase Agreement which result in a Defaulting Lender material breach of any representation, warranty and/or covenant of the Company or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including Subsidiary under this Agreement and/or the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderMembership Purchase Agreement.

Limitations. (a) Notwithstanding anything to the foregoingcontrary set forth in this Agreement or in any other Transaction Document, no Letter of Credit the Indemnified Parties will be issuednot make a claim against the Indemnifying Parties for indemnification under this Article IX for Purchaser Losses or Sellers Losses, increasedas applicable (collectively, or extended: "LOSSES"), unless and until (i) any individual loss exceeds ------ $2,500 (Athe "LOSS THRESHOLD"), in which case such Indemnified Party shall -------------- be liable for the entire amount in excess of such Loss, subject to the Aggregate Threshold (as hereunder defined) if and (ii) the aggregate amount of such issuanceLosses exceeds $300,000 (the "AGGREGATE THRESHOLD"), increasein which event ------------------- the Indemnified Parties may claim indemnification for all such Losses, including the initial $300,000; provided, however, -------- ------- the Purchaser Losses arising under the Special Obligations shall not be subject to the Loss Threshold or the Aggregate Threshold. (b) Notwithstanding anything to the contrary set forth in this Agreement or in any other Transaction Document, the maximum liability of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to Section 9.2 for all Purchaser Losses together with indemnity losses paid by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to any other indemnity relating to the ▇▇▇▇▇▇ Stock Purchases in favor of the Company shall not exceed the value of the number of shares of Purchaser Common Stock issuable for 845,865 shares of Company Series A Preferred Stock in accordance with the provisions of this Agreement. (c) The Purchaser Indemnified Parties' right to recovery pursuant to Section 9.1 hereof on account of any Purchaser Losses will be reduced by all insurance or other third party indemnification proceeds actually received by the Purchaser Indemnified Parties. The Purchaser and the Company shall use commercially reasonable efforts to claim and recover any Purchaser Losses suffered by the Purchaser Indemnified Parties under any such insurance policies or other third party indemnities. If a Purchaser Indemnified Party (or one of its Affiliates) actually recognizes a cash Tax benefit in a taxable year as a result of incurring indemnifiable Purchaser Losses that have been indemnified, the Purchaser Indemnified Party shall, to the extent the indemnifiable Purchaser Losses have actually been indemnified, pay the amount of such Tax benefit to the Indemnifying Party within 30 days of filing its final Tax return for the year in which it has realized a Tax benefit. The amount of a Tax benefit will be computed assuming that all items of deduction, loss, income, gain and credit attributable to incurring the indemnifiable Purchaser Losses are the last items incurred by the Purchaser Indemnified Party. (d) The Parties agree that, from and after the Effective Time, the exclusive remedies of the Parties for any Sellers Losses and Purchaser Losses arising out of or based upon the matters set forth in this Agreement are the indemnification and/or reimbursement obligations of the parties set forth in this Article IX. The provisions of this Section 9.6 will not, however, prevent or limit a cause of action (i) on account of fraud, or extension would cause (ii) under Section 8.2 to obtain an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or terms and provisions hereof. (Be) if such issuance, increase, or extension would cause the Letter of Credit Exposure Except with respect to Letters of Credit issued by any Issuing Lender Purchaser Losses actually awarded to exceed a third party in an action brought against a Purchaser Indemnified Party, the Letter of Credit Sublimit applicable Purchaser Indemnified Parties are not entitled to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increaserecovery pursuant to Section 9.1 hereof for punitive damages, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby for lost profits, consequential, exemplary or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication Nospecial damages. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) Except with respect to such Defaulting Lender Seller Losses actually awarded to a third party in an action brought against a Seller Indemnified Party, the Seller Indemnified Parties are not entitled to recovery pursuant to Section 9.1 hereof for punitive damages, or Potential Defaulting Lenderfor lost profits, consequential, exemplary or special damages.

Limitations. Notwithstanding the foregoing, no Letter of Credit will (a) An Indemnifying Party (as defined in Section 11.05 below) shall not be issued, increased, or extended: (i) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure entitled to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure make any claim for indemnification under this Article XI with respect to Letters the inaccuracy, misrepresentation or breach of Credit issued by any Issuing Lender representation and warranty contained in this Agreement after the date on which such representation or warranty ceases to exceed the Letter of Credit Sublimit applicable survive pursuant to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion);Section 11.06 hereof. (iib) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior Notwithstanding anything to the Revolving Credit Maturity Date; contrary contained herein, no Indemnified Party (ivas defined in Section 11.04 below) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; shall be entitled to indemnification from an Indemnifying Party (v) unless such Letter of Credit is as defined in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)11.04 below) with respect to the inaccuracy, misrepresentation or breach or any representation and warranty until the losses suffered by such Defaulting Lender Indemnified Party and for which indemnification is available hereunder exceed $50,000 in the aggregate, whereupon the Indemnified Party shall be entitled to claim indemnification for all losses suffered in excess of $50,000 by such Indemnified Party and for which indemnification is available hereunder; provided, however, that this $50,000 threshold shall not be applicable with respect to the representations and warranties contained in Sections 3.03, 3.22 and 4.01. (c) Except as set forth below, the total indemnification liability of all Shareholders shall not exceed, in the aggregate, the sum of (i) $3,000,000 and (ii) the product of (x) 200,000 and (y) the average of the last reported per share trading price of Acquirer Common Stock over the 30 business day period immediately preceding the Closing Date; provided that with respect to any breach of the representations and warranties set forth in Sections 3.01, 3.03, 3.04, 3.09, 3.22 and 4.01, such limitation on indemnification liability shall not apply, and instead the total indemnification liability of each Shareholder shall not exceed, in the aggregate, the value of the Merger Consideration and the Contingent Payment delivered to such Shareholder hereunder. The total indemnification liability of Acquirer shall not exceed the value of one-half of the Merger Consideration on the Closing Date, plus one-half of the value of the Contingent Payment, if any. No limitation provided in this Section 11.03, however, shall be applicable with respect to any claim for fraud, willful misconduct or Potential Defaulting Lenderintentional misrepresentation.

Limitations. 10.3.1 The Parties have agreed that the Majority Seller's obligation to indemnify the Purchaser under this Clause 10.1.1 may only be implemented if the amount of each individual Loss or Losses arising from a single event, suffered by the Purchaser or the Warranted Companies is at least equal to EUR 30,000 in which case the Purchaser shall be entitled, subject to the limitations set forth in this Agreement, to indemnification for the full amount of such Loss (and not merely the excess) up to the Majority Seller’s Liability Cap. 10.3.2 Any indemnity payments pursuant to the Agreement shall only be payable if they exceed the threshold of EUR 535,000, which may only be called into play once and shall apply cumulatively to all claims made under Clause 10.1.1, it being specified that once the threshold is reached, all Losses suffered by the Purchaser and/or the Warranted Companies shall be indemnified as from the first euro. 10.3.3 The maximum aggregate liability of the Majority Seller for any and all Losses with respect to the matters contained in Clause 10.1.1 shall not exceed an amount of EUR 5,535,000 (the “Majority Seller’s Liability Cap”). 10.3.4 Notwithstanding anything to the foregoingcontrary therein, none of the limitations contained in Clauses 10.3.1 to 10.3.3 shall apply to any Loss arising from a breach by the Majority Seller of any Fundamental Sellers’ Warranties or as set out in Clause 10.12.5 to the specific indemnification undertaking of the Majority Seller contained in Clause 10.12 (Specific indemnity relating to the Dental Carve out and the Dental Business Operations): in such cases, the maximum aggregate liability of the Majority Seller for any and all Losses with respect to the matters contained in Clause 10.1.1 including any Losses based on the Fundamental Sellers’ Warranties and the matters contained in Clause 10.12 (Specific indemnity relating to the Dental Carve out and the Dental Business Operations) shall in no Letter event exceed a maximum amount equal to the amount of Credit will that part of the Purchase Price (including the monetary equivalent of the WM Shares) it receives as consideration for the transfer of the Target Shares that it owns. 10.3.5 The Purchaser shall not be issued, increased, or extendedentitled to indemnification pursuant to this Clause 10 (Indemnification) to the extent that such claim: (ia) occurs as a result of the coming into force of any legislation not in force at the Completion Date; or (Ab) if occurs by reason of any change occurring after the Completion Date in the practice or standard of any Governmental Authority; or (c) occurs by reason of any event, act, occurrence or omission incurred prior to the Completion Date but at the express written request or with the express written consent of the Purchaser; or (d) arises or increases as a result of any voluntary act or omission (save for any act or omission imposed by Law, a final (exécutoire) court order, a decision of any Governmental Authority) of the Purchaser and/or the management of the Purchaser or the Warranted Companies after Completion - otherwise than in the ordinary course of business - where the Purchaser and/or such issuance, increasemanagement knew that such act or omission would give rise to or increase the liability in question; or (e) such claim occurs in respect of the termination of any contract entered into by the Warranted Companies, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increaseon their behalf, or extension would cause of any contract of which they are beneficiary, when such termination is consequent upon the Letter sale completed under the Agreement, subject to the provisions of Credit Exposure Clause 5.7 (Repayment of loans at Completion) and the provisions of Clause 8.13.2. 10.3.6 Subject to Clause 10.9 (Escrow Agreement), the payment of any sums with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents a Loss shall be made in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior cash to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is Purchaser on a standby or commercial letter of credit not supporting the repayment of indebtedness USD by USD basis and shall preclude any other claim for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) indemnification with respect to such Defaulting Lender the same event or Potential Defaulting Lendersubject matter.

Limitations. Notwithstanding The obligations of the foregoing, no Letter Indemnifying Parties under the preceding Section 10.1 (namely the indemnity obligations of Credit will Seller and Shareholders) shall be issued, increased, or extended:subject to the limitations set forth in this Section 10.3. (ia) No claim by Buyer or its Affiliates for indemnification under this Section 10 (Aa “Claim”) if may be brought unless written notice of such issuanceClaim is made by Buyer or its affiliates within one (1) year period described in Section 10.1, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms exception of this Agreementa claim regarding the representations and warranties set forth above in Section 4.10 (“Taxes”), which may be made until the terms expiration of the relevant statute of limitations (in which event each provision of this Agreement shall control; (vii) unless on which such Letter of Credit Claim is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision)based shall, International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderClaim, survive the applicable survival period until such Claim is finally resolved and all obligations with respect thereto are fully satisfied). (b) The Indemnified Parties shall not be entitled to be indemnified in respect of Losses as to which Claims for indemnification are made under this Section 10, and the Indemnifying Parties shall not be obligated to provide indemnification hereunder, unless and until the aggregate amount of all Losses for which Claims by Indemnified Parties are made hereunder exceeds $10,000 (the "Threshold”), in which event the Indemnifying Parties shall be obligated to indemnify the Indemnified Parties for the total dollar amount in excess of such Threshold of all such Losses. (c) The maximum liability of the Indemnifying Parties in respect of Claims for indemnification under this Agreement shall be limited to $1,000,000 (the “Cap”); provided, however, that (i) any Claims shall be satisfied first from the Holdback Amount as provided in Section 10.5, and only to the extent the Holdback Amount is not sufficient may such Claims be pursued directly against the Indemnifying Parties; (ii) the Cap shall not apply to any Claim for Losses asserted under Section 10.1(c); and (iii) the maximum indemnity liability of any individual Shareholder shall be limited to that Shareholder’s allocable pro rata percentage of the Cap based upon their respective interests as reflected on Schedule 10.4., and no Shareholder shall be liable for another Shareholder’s liability hereunder. The indemnification remedies under this Section 10 shall be the Indemnified Parties’ sole recourse for damages under this Agreement. Asset Purchase Agreement

Limitations. (a) No Party shall be required to indemnify any other Party under this Article 10 unless written notice of a claim under this Article 10 was given by the Party seeking indemnification within fifteen (15) days after the end of the period specified in Section 10.4. (b) No Party may seek indemnification under Section 10.2(a) or 10.3 until the aggregate amount of claims against that the Party seeking indemnification (a “Claimant”) is entitled to be indemnified under this Agreement exceeds Thirty Thousand Dollars ($30,000.00), after which the Claimant shall be entitled to recover, and the Indemnitor(s) shall be obligated for, all losses, costs, liabilities, damages and expenses for Claimant in excess of the first Thirty Thousand Dollars ($30,000.00) of such losses; provided, however, that this deductible shall not apply to claims under Section 10.2(b). (c) In addition to the foregoing, the Company, Sellers and Beneficial Owners’ (the “Selling Parties”) obligation to indemnify Buyer under Section 10.2(a), and Buyer’s obligation to indemnify the Selling Parties under Section 10.3, shall not exceed the amount equal to number of Exchange Shares issued pursuant to this Agreement, multiplied by the per share book value of the shares of stock of Buyer’s subsidiary, FinWise Bank, as set forth on the most recent Call Report filed by FinWise Bank prior to the Closing (the “FinWise Book Value”). Notwithstanding the foregoing, no Letter Buyer agrees not to seek indemnification from an Exchangor who, at Closing, owned less than 5% of Credit will be issued, increased, or extended:the Company in an amount not to exceed that value of the number of Exchange Shares received by such individual Exchangor multiplied by the FinWise Book Value. (id) (A) if such issuanceFurther, increasethe obligation of any individual Exchangor to indemnify Buyer under Section 10.2(b), or extension would cause and the Letter of Credit Exposure Buyer’s obligation to indemnify an individual Exchangor, shall not exceed the Aggregate Letter amount equal to the number of Credit Sublimit Exchange Shares received by the Exchangor multiplied by the FinWise Book Value. For purposes of Section 10.6 (c) and (d), any entity that is a Seller and its Beneficial Owner(s) shall be treated as a single Exchangor. (e) In calculating the amount of losses to the Buyer or (B) if the Selling Parties under Section 10.2 and Section 10.3 such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued losses shall be reduced by any Issuing Lender to exceed recovery from any third party (including insurance proceeds) as a result of the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, facts or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior circumstances giving rise to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderlosses.

Limitations. Notwithstanding (a) Seller shall not have any obligation to indemnify the foregoingBuyer Indemnitees from and against any Damages under Section 8.1(a), no Letter other than Damages resulting by reason of Credit any fraud or intentional misrepresentation, until the Buyer Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1%) of the Purchase Price (after which point Seller will be issuedobligated to indemnify the Buyer Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed fifteen percent (15%) of the Purchase Price except in the case of fraud or intentional misrepresentation; provided, increasedhowever, that the foregoing thresholds, deductibles and limitations shall not apply to any indemnification provided by Seller arising out of any Title Defects subject to Section 6.11(b) or extended:Section 6.14(b), Environmental Defects subject to Section 5.7(b)(iii) or the representations and warranties in Sections 3.1, 3.2 , 3.9, 3.17, and 3.22. (ib) Buyer shall not have any obligation to indemnify the Seller Indemnitees from and against Damages under Section 8.2(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Seller Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (A1%) if of the Purchase Price (after which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such issuanceDamages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed fifteen percent (15%) of the Purchase Price except in the case of fraud or intentional misrepresentation; provided, increasehowever, or extension would cause that the Letter foregoing thresholds, deductibles and limitations shall not apply to any indemnification provided by Buyer arising out of Credit Exposure to exceed the Aggregate Letter representations and warranties in Sections 4.1, 4.2 and 4.6. (c) The rights of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter Indemnified Parties under this Article VIII shall be the exclusive remedy of Credit Exposure the Indemnified Parties with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuanceand all matters arising out of, increaserelating to, or extension would cause connected with this Agreement, Seller and its assets and liabilities, including, without limitation, the Revolving Outstanding Amount to exceed Purchased Assets and the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of Assumed Liabilities; provided, however, that notwithstanding any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms other provision of this Agreement, the terms nothing herein shall limit any claim of this Agreement shall control;any Party for remedies at law or in equity for fraud or intentional misrepresentations. (viid) unless The amount of Damages recoverable by an Indemnified Party under this Article VIII shall be reduced by any proceeds received by such Letter Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any third party. Each Indemnified Party shall use its Reasonable Best Efforts to seek payment or reimbursement for any Damages from its insurance carrier or other collateral sources. In the event that an Indemnified Party shall receive funds from any insurance carrier or collateral source with respect to any Damages, any such amounts so received shall be payable to the Indemnifying Party, regardless of Credit is (A) governed when received by the Uniform Customs and Practice for Documentary Credits (1993 Revision)Indemnified Party, International Chamber of Commerce Publication No. 500 or any successor up to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published amount previously paid by the Institute of International Banking Law & Practice (Indemnifying Party or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) their Affiliates with respect to such Defaulting Lender Damages. (e) Notwithstanding anything to the contrary contained in this Agreement, following a determination that the Indemnifying Party is obligated to indemnify the Indemnified Party pursuant to Sections 8.1(a) or Potential Defaulting Lender8.2(a), and subject to the deductible amounts set forth in Sections 8.5(a) or 8.5(b), and solely for purposes of determining the amount of any Damages that are the subject matter of a claim for indemnification hereunder, each representation and warranty in this Agreement and each certificate or document delivered pursuant hereto shall be read without regard and without giving effect to the term(s) “material” or “Material Adverse Effect” in each instance where the effect of including such term(s) would be to make such representation and warranty less restrictive (as if such words and surrounding related words (e.g., “reasonably be expected to,” “could have” and similar restrictions and qualifiers) were deleted from such representations and warranty).

Limitations. Notwithstanding the foregoing, no Letter of Credit will be issued, increased, or extended: (i) Notwithstanding anything to the contrary in this Agreement, (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or Parent Indemnitees’ aggregate recovery for any and all obligations arising under Section 8.1(b) and (B) if such issuancethe Stockholder Indemnitees’ aggregate recovery for any and all obligations arising under Section 8.1(d) shall be limited to $1,800,000 (the “Indemnification Cap”); provided however, increasethat this limitation shall not apply to Damages involving the Special Matters, fraud or extension would cause an intentional misrepresentation. Notwithstanding anything to the Letter contrary in this Agreement, in no event shall any Stockholder or holder of Credit Exposure with respect to Letters Stock Options or Warrants be liable for (i) Damages in excess of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable aggregate amount paid to such Issuing Lender Stockholders or holder of Stock Options or Warrants as set forth in the Payment Spreadsheet and (unless ii) more than such Issuing Lender otherwise consents in its sole discretion);Stockholder’s or such holder of Stock Options or Warrants Pro Rata Share of any Damages. (ii) if No Parent Indemnitee shall be entitled to seek indemnification hereunder for Damages pursuant to Section 8.1(b)(i), (ii) or (vi) until the aggregate of all Damages under this Agreement payable pursuant to Section 8.1(b) to such issuance, increase, or extension would cause Parent Indemnitees (in the Revolving Outstanding Amount aggregate) exceeds $100,000. No Stockholder Indemnitee shall be entitled to seek indemnification hereunder for Damages pursuant to Section 8.1(d) until the aggregate of all Damages under this Agreement payable to all Stockholder Indemnitees exceeds $100,000. This $100,000 figure is referred to herein as the “Threshold.” At such time as such Damages exceed the Threshold, the applicable Indemnitee shall have the right to seek indemnification from the first dollar; provided, however, that the Threshold shall not apply to (A) Damages involving fraud or an intentional misrepresentation, (B) the payment of any amount with respect to the Special Matters (other than the representations and warranties in Sections 3.7 and 3.18), (C) Damages relating to Taxes, including as set forth in Section 8.1(c) or (D) Damages relating to Parent’s failure to (x) wire to the transfer agent the aggregate Revolving Commitments;amount payable to the Stockholders, as set forth in the Payment Spreadsheet (y) fund the account at the Surviving Corporation described in Section 1.7(b) or (z) fund the account at the Surviving Corporation described in Section 1.7(c), in each case for which Indemnitees shall be entitled to seek indemnification hereunder for Damages from the first dollar. (iii) unless such Letter So long as the Escrow Fund has not been fully disbursed in accordance with the Escrow Agreement, in the event that an Indemnitee receives insurance proceeds in respect of Credit has an expiration date not later than five Business Days prior Damages or alleged Damages, the calculation of Damages shall be limited to the Revolving Credit Maturity Date;amount of such Damages net of the difference between any insurance proceeds received by the Indemnitee in respect thereof minus the amount of premiums paid for such insurance by the Indemnitee. Once the Escrow Fund has been fully disbursed in accordance with the Escrow Agreement, in the event that a Parent Indemnitee receives insurance proceeds in respect of Damages relating to a specific Claim or alleged Damages relating to such Claim, the calculation of Damages relating to such Claim shall be limited to the excess, if any, of (a) the amount of such Damages over (b) the sum of any insurance proceeds received by the Parent Indemnitee in respect of such Claim (net of premiums paid for such insurance and expenses incurred in connection with collecting such insurance) and any indemnification payments received by the Parent Indemnitee from the Stockholders, holders of Stock Options and holders of Warrants in respect of Damages relating to such Claim (net of any expenses incurred by the Parent Indemnitee in collecting such payments). Any such excess shall be paid to the Stockholders’ Agent for return on a pro rata basis to the Stockholders, holders of Stock Options and holders of Warrants who made a payment to the Parent Indemnitee with respect to such Damages. The parties hereto agree that Parent shall not be liable for payment of any such excess to the Stockholders, holders of Stock Options and holders of Warrants after delivery of any such excess to the Stockholders’ Agent. (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of Notwithstanding any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms other provision of this Agreement, the terms of Company Disclosure Schedule or any other Exhibit or Schedule to this Agreement or certificate or instrument delivered in connection with this Agreement, the indemnities set forth in this Article 8 shall control;be the exclusive remedies of the Indemnitees for Damages due to any misrepresentation or breach of any representation or warranty or covenant or agreement contained in this Agreement, the Company Disclosure Schedule or any other Exhibit (other than Exhibits E-1 and E-2) or Schedule to this Agreement or certificate or instrument delivered in connection with this Agreement, except as to Damages attributable to fraud or an intentional misrepresentation, in which case the aggrieved party shall have recourse to all remedies at law or in equity, including (in the case of Parent Indemnitees during the term of the Escrow Agreement) against the Escrow Fund. Nothing contained in this Section 8.2(c)(iv) shall prohibit a party from proceeding under Section 8.6 or commencing an Action to enforce this Article 8. (viiv) unless such Letter of Credit is Parent, the Surviving Corporation, the Company and the Stockholders and their respective affiliates (Aincluding all Parent Indemnitees) governed by the Uniform Customs shall act in good faith and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or in a commercially reasonable manner to mitigate any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as Damages they may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lendersuffer.

Limitations. (a) Notwithstanding anything herein to the foregoingcontrary, no Letter as to matters which are subject to indemnification pursuant to this Section 12.2, neither the Shareholders, on the one hand, nor EXTECH, on the other hand, shall be liable unless and until the aggregate claims, liabilities, losses, costs and expenses to the Indemnified EXTECH Parties or the Shareholders, as the case may be, resulting from such otherwise indemnifiable matters shall exceed a cumulative aggregate of Credit will be issued, increased, or extended: Twenty-Five Thousand Dollars (i$25,000) (Athe "Indemnification Threshold") if such issuance, increase, or extension would cause and then shall only be liable for the Letter of Credit Exposure to exceed excess above the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms Indemnification Threshold. For purposes of this Agreementsection only, in determining whether there was any failure to disclose, breach or failure of observance or performance or any untruth or incorrect statement with regard to any representation, warranty, covenant, agreement or commitment, the terms "material" and "materially," as used in such representations, warranties, covenants, agreements and commitments, shall be deemed deleted therefrom. (b) The total indemnification to which the Indemnified EXTECH Parties shall be entitled under this Section 12.2 (exclusive of legal fees and expenses) shall be limited to an amount not to exceed Nine Hundred Fifty Thousand Dollars ($950,000). EXTECH CORPORATION 44 (c) At the option of EXTECH, any indemnification obligation of EXTECH under this Agreement shall control;may be satisfied in whole or in part through the issuance of additional shares of EXTECH Common Stock to the Shareholders having an aggregate Fair Market Value equal to such indemnification amount. (viid) unless such Letter At the option of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision)Shareholders, International Chamber any indemnification obligation of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as Shareholders under this Agreement may be satisfied in effect at whole or in part through the time redelivery to EXTECH of issuanceany of the EXTECH Shares or the delivery to EXTECH of any other shares of Common Stock of EXTECH (including, without limitation, the Sterling Foster Shares), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory each cas▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇regate Fair Market Value equal to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderindemnification amount.

Limitations. Notwithstanding (a) No Indemnification may be claimed unless the foregoingaggregate amount claimed for any Loss is at least seven hundred and fifty thousand French francs (FF. 750,000) (the "MINIMUM AMOUNT"). This Minimum Amount shall constitute a deductible. Accordingly, the Stockholders shall be liable for Indemnification only for the part exceeding seven hundred and fifty thousand French francs (FF. 750,000). The total amount of Indemnification paid under this Agreement may not exceed an amount equal to 40% of the Purchase Price for claims notified during the first two years of the present indemnification guarantee. For claims notified after the aforementioned (a) shall not apply to any Indemnification request based on the provisions of Article 1.2(l), for which there is no threshold nor any deductible for the Stockholders. In addition, in deciding whether the Indemnification cap has been reached, no Letter account shall be taken of Credit will be issued, increased, or extended:any Indemnification paid by the Stockholders on the basis of the provisions of Article 1.2(l). (ib) (A) if such issuanceAdjustments and back payments called for by tax, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior customs and social security authorities which are due simply to the Revolving Credit Maturity Date; time-lag before Taxes are paid, notably as a result of applying the principle of symmetric corrections as affirmed by case law, shall not be deemed to be Loss giving rise to Indemnification. The same shall apply to adjustments in connection with amortizations, inventory and provisions. Nevertheless, a mere time-shift shall give rise to Indemnification for the amount of Loss resulting from (ivx) unless such Letter a difference in tax rate, (y) adjustments relating to the opening balance sheet for the first fiscal year, pursuant to the tax principle of Credit is a standby or commercial letter the intangibility of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided thatopening balance sheet as affirmed by case law, if the terms time allowed for such adjustments has not run out, or any other similar provision existing in any country other than France, or (z) increases in duties, interest on late payments and penalties, of any Letter of Credit Application conflicts with nature whatsoever. (c) The Indemnification commitments made by the terms of this Agreement, the terms of Stockholders in this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at called into play during a period of two (2) years as from the time of issuance)date hereof, in case of standby letter of credit; and other than (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)x) with respect to sums which may be due to tax, social security and customs authorities, which may be validly claimed up until the later of (i) the date on which the aforementioned two-year period expires, (ii) the date on which the relevant statute of limitation expires, and (iii) ninety (90) days after a final governmental or judicial decision relating to tax, social security or customs matters; (y) with respect to sums resulting from the implementation of the guarantee under Article 2.23 hereof, which may be validly claimed during a period which shall expire on the third anniversary date of this Agreement; and (z) sums resulting from the implementation of the guarantee under Article 4.1 hereof, which may be validly claimed during a period which shall expire on the thirtieth anniversary date of this Agreement. (d) The amount of any Indemnification shall be reduced by the actual reduction in taxes due by the Company or any tax saving or tax credit, provided such Defaulting Lender tax reduction, saving or Potential Defaulting Lendercredit results directly and undeniably from such Loss and the Xomed Indemnitee is not taxed for such Indemnification (it being understood, however, that if, subsequently, such deduction is rejected by the authorities or such Indemnification is taxed, the Stockholders shall pay to Xomed Indemnitee the amount by which the Indemnification has been reduced pursuant to the present Article). (e) In addition, the amount of any Indemnification shall, if such be the case, be reduced by the amount of any full or partial recharge of a provision recorded in the Final Balance Sheet made during the year the Xomed Indemnitee sends its Claim Notice, after the date of the Final Balance Sheet and on the basis of the balance sheet item which was the subject of the Indemnification Claim. Where a Loss gives rise to indemnification by an insurance company, the indemnification that such insurance company has agreed in writing to remit to the Company shall be taken into account in determining the amount of the Indemnification to be paid by the Stockholders for a sum amounting to the indemnification paid by the insurance company, net of tax due by the beneficiary of such indemnification for such indemnification. However, if the insurance company does not pay the agreed indemnification within six (6) months of the date on which the Company informs the insurance company of its claim, the Stockholders must indemnify the Xomed Indemnitee for the amount of Loss determined pursuant to the rules set forth in this Article 5. Within ten (10) Business Days of receipt by the Company of the indemnity from the insurance company concerned, Xomed Indemnitee shall pay an amount equal to the amount by which the amount of the Stockholders' indemnity would have been reduced if the insurance company had paid the indemnification within the aforementioned six(6)-month period. (f) Under no circumstances will the Indemnification obligation be reduced, limited or affected in any way whatsoever by the mere fact that Xomed or any other person has had any investigation, audit or any other measure carried out with respect to Company or has approved the Company's accounts or given full discharge to any of its directors at a meeting or otherwise.

Limitations. Notwithstanding 8.8.1 To the foregoingextent that a claim under this clause 8 (Tax indemnity) refers to any Group Company in which the Seller holds (directly or indirectly) less than one hundred (100) per cent of the shares or interest as of Closing, no Letter the indemnification obligations under this clause 8 (Tax indemnity) shall be limited pro rata to the Seller’s participation in the shares or interests of Credit will such Group Company. 8.8.2 Any claims of the Purchaser under this clause 8 (Tax indemnity) shall be issuedtime-barred upon expiration of a period of six months after the respective Pre-Effective Date Tax has become final, increasedbinding and un-appealable (formell und materiell bestandskräftig). The Seller’s rights under this clause 8 shall not become time-barred prior to six months after the Seller has been notified in writing about its payment claim under this clause 8 (Tax indemnity). In any event, the claims of the Purchaser and the Seller under this clause 8 shall become time-barred at the latest 5 (five) years following the Closing Date. 8.8.3 If the Purchaser fails to comply with any of its obligations under this clause 8 (Tax indemnity), the Seller shall not be liable under this clause 8 (Tax indemnity) unless and to the extent such non-compliance or extended: such breach did not (i) (A) if such issuance, increase, or extension would cause substantially prejudice the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents Seller in its sole discretion); capability to avoid the corresponding Pre-Effective Date Tax to be indemnified under this clause 8 or (ii) if such issuanceresult in or increase the Pre-Effective Date Tax to be indemnified under this clause 8 (Tax indemnity). 8.8.4 The Parties agree that the limitations set forth in clauses 7.2 (De Minimis, increase, or extension would cause the Revolving Outstanding Amount Threshold) and 7.3 (Overall scope of Seller’s liability pursuant to exceed the aggregate Revolving Commitments; (iiithis agreement) unless such Letter of Credit has an expiration date not later than five Business Days prior shall also apply with regard to the Revolving Credit Maturity Date; liability of the Seller and the Purchaser under this clause 8 (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 RevisionTax indemnity), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless provided that the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender De Minimis Amount shall be EUR 30,000.00 (in its sole discretionwords: thirty thousands euros) and no Threshold will be applicable with regard to the liability of the Seller and the Purchaser under this clause 8 (Tax indemnity), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lender.

Limitations. Notwithstanding (a) Except with respect to claims based on actual fraud, from and after the Closing, the rights of the indemnified parties under this Section 8 shall be the sole and exclusive remedies of the indemnified parties and their respective affiliates with respect to claims resulting from or relating to any actual or alleged breach of representation or warranty or failure to perform any covenant contained in this Agreement or otherwise relating to the transactions that are the subject of this Agreement. Without limiting the generality of the foregoing, in no Letter event shall the Company, Banyan or the Purchaser, their successors or permitted assigns, be entitled to claim or seek rescission of Credit will be issued, increased, or extended:the transactions consummated under this Agreement. (ib) Notwithstanding anything to the contrary contained in this Agreement, but subject to the provisos set forth below in this Section 8.7(b), the aggregate liability of the Company and Banyan for the sum of all Losses under this Section 8 and under the Advertising and Promotion Agreement shall be limited to the amount specified in the following table: Prior to the first anniversary of the Closing Date $25m On or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date $34.5m On or after the second anniversary of the Closing Date and prior to the third anniversary of the Closing Date $44.0m On or after the third anniversary of the Closing Date and prior to the fourth anniversary of the Closing Date $58m On or after the fourth anniversary of the Closing Date and prior to the fifth anniversary of the Closing Date $72m On or after the fifth anniversary of the Closing Date and prior to the sixth anniversary of the Closing Date $86m On or after the sixth anniversary of the Closing Date $100m ; provided, however, that if parties entitled to indemnification under Section 8.1 suffer Losses as a result of a breach of any representation or warranty of the Company or Banyan contained in this Agreement or in the closing certificate delivered at the Closing pursuant to Section 7.2(a) in an amount which exceeds the applicable limitation on liability set forth in the preceding table, then such indemnified parties shall be entitled to recover such excess Losses in future years (A) if in each case up to the applicable limitation on liability set forth in the preceding table for each such issuancefuture year); provided, increasefurther, or extension would cause however, that the Letter aggregate liability of Credit Exposure to the Company and Banyan for the sum of all Losses under this Section 8 and under the Advertising and Promotion Agreement in a circumstance where the immediately foregoing proviso clause applies shall in no circumstance exceed the Aggregate Letter sum of Credit Sublimit $5 million plus the aggregate amount of Non-Cash Purchase Price actually received by the Company. (c) In no event shall any indemnifying party be responsible and liable for any Losses or other amounts under this Section 8 that are consequential, incidental, in the nature of lost profits, diminution in value, damage to reputation or the like, special or punitive or otherwise not actual Losses. (Bd) if such issuanceFor the avoidance of doubt, increase, or extension would cause the Letter of Credit Exposure parties acknowledge that in no circumstance shall the Company be liable with respect to Letters claims resulting from or relating to any actual or alleged breach of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents representation or warranty contained in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms Section 3A of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lender.

Limitations. Notwithstanding (a) The Sellers and Stockholders shall be obligated to indemnify for Losses (determined without regard to any materiality qualification contained in any representation, warranty or covenant giving rise to a claim for indemnity hereunder) arising out of, resulting from or otherwise relating to any of the foregoing, no Letter of Credit will be issued, increased, or extended: events described in clause (i) of Section 13.1 only to the extent that the aggregate amount of such Losses exceeds One Million Dollars (A$1,000,000). The Purchasers and JAKKS shall be obligated to indemnify for Losses (determined without regard to any materiality qualification contained in any representation, warranty or covenant giving rise to a claim for indemnity hereunder) if arising out of, resulting from or otherwise relating to any of the events described in clause (i) of Section 13.2 only to the extent that the aggregate amount of such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or Losses exceeds One Million Dollars (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion$1,000,000);. (iib) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed In no event shall the aggregate Revolving Commitments; indemnification liability of Sellers and Stockholders pursuant to Section 13.1 exceed Twenty-Five Million Dollars (iii$25,000,000); provided, however, that such limitation shall not apply to (i) unless such Letter any inaccuracy, misrepresentation or breach of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (ivtheir respective representations and warranties in Sections 3.2 and 4.1(b) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, (ii) any obligation to indemnify for Losses resulting from intentional misrepresentation or fraud or (iii) Losses arising out of, resulting from or otherwise relating to the terms Excluded Assets or Excluded Liabilities. In no event shall the aggregate indemnification liability of the Purchasers and JAKKS pursuant to Section 13.2 exceed Twenty-Five Million Dollars ($25,000,000); provided, however, that such limitation shall not apply to (i) any inaccuracy, misrepresentation or breach of their respective representations and warranties in Section 5.1 of this Agreement shall control;Agreement, (ii) any obligation to indemnify for Losses resulting from intentional misrepresentation or fraud or (iii) Losses arising out of, resulting from or otherwise relating to the Assumed Obligations. (viic) unless such Letter The amount of Credit any Losses for which indemnification is provided under this Agreement (Awhether pursuant to this Article 13 or otherwise) governed shall be limited to the net after-tax effect of actual damages and shall be reduced by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber amount of Commerce Publication No. 500 or any successor insurance proceeds received by the Indemnified Party pursuant to any insurance policy as a result of the Losses giving rise to such publicationindemnification payment. Notwithstanding anything herein to the contrary, in case the absence of intentional misrepresentation or fraud no party shall be held liable for consequential, special or punitive damages. In no event shall any Loss include any item arising from a commercial letter liability included in the calculation of credit Closing Net Working Capital in accordance with Section 2.4 hereof. (d) In the event of any breach of any representation, warranty, covenant or agreement contained in this Agreement, the schedules and exhibits hereto or in the Related Documents, other than the right to bring an action for intentional misrepresentation or fraud, the sole and exclusive right and remedy of the parties hereto for money damages shall be a claim for indemnification (Bi) the International Standby Practices 1998 published pursuant to this Article 13 and/or (ii) as provided by the Institute of International Banking Law & Practice (specific covenant or such later version thereof as may be in effect agreement at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderissue.

Limitations. (a) All of the representations and warranties made by Purchaser, C-COR, the Company or Seller in this Agreement shall survive until the completion of C-COR’s June 24, 2005 audit, as evidenced by the filing of C-COR’s annual report on Form 10-K, (“Escrow Period”) except that the representations and warranties set forth in Section 4.2 (Units) and 4.10 (title) shall survive Closing for an indefinite period and the representations and warranties set forth in Section 4.12 (Taxes) shall survive Closing until the time of the expiration of the applicable statute of limitations. In the event notice of any claim for indemnification for a breach of a representation or warranty pursuant to Section 11.3(a) hereof shall have been given within the applicable survival period, such representation or warranty that is the subject of such indemnification claim shall survive until such time as such claim is finally resolved. The covenants, conditions and agreements of the parties set forth in this Agreement shall survive indefinitely; provided, however that the indemnification obligations contained herein shall survive so long as the applicable representations, warranties, covenants, conditions and agreements survive. (b) The obligation of C-COR and Purchaser to indemnify Seller and the other indemnified Persons under Section 11.2 shall be Seller’s sole remedy under this Agreement against C-COR and its Affiliates. The obligation of each Indemnifying Seller to indemnify Purchaser and C-COR and the other indemnified Persons under Section 11.1 shall be C-COR and Purchaser’s sole remedy under this Agreement against each Indemnifying Seller and its Affiliates. Notwithstanding the foregoing, no Letter of Credit will be issued, increased, the parties agree that they shall each have the right to seek injunctive relief to enjoin any breach or extended: (i) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms violation of this Agreement. (c) In no event shall the aggregate liability of each of C-COR and Purchaser, collectively, on the one hand and the Indemnifying Sellers collectively, on the other hand, for Damages pursuant to this Section 11 exceed the Escrow Amount; provided, however, that the limitations on the indemnity set forth in this sentence shall not limit the liability of Purchaser or C-COR for Damages arising from or relating to the fraud of Purchaser or C-COR and shall not limit the liability of the Indemnifying Sellers for Damages arising from or relating to the fraud of the Indemnifying Sellers, or breach of any representation or warranty contained in Sections 4.2, 4.10 or 4.12. For purposes of determining the number of shares of C-COR Common Stock to be delivered to any Indemnified Party out of the escrow account, the terms Escrowed Shares shall be valued at the volume-weighted average price per share of this Agreement shall control;C-COR Common Stock as reported by Bloomburg, L.P. on the NASDAQ National Market System for the ten (10) consecutive Trading Days immediately preceding the date of such delivery. (viid) unless With respect to any Direct Claim for a breach of a representation or warranty, an Indemnitee shall not be entitled to recover any Damages until such Letter of Credit is (A) governed time as the Damages claimed by the Uniform Customs and Practice for Documentary Credits Indemnitees in the aggregate exceed an amount equal to $250,000 (1993 Revisionthe “Damage Threshold”), International Chamber at which time the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed the full amount of Commerce Publication Nosuch Damages. 500 Any qualifications and exceptions relating to materiality or any successor Material Adverse Effect shall be disregarded for the purpose of determining whether an Indemnitee shall be entitled to such publicationrecovery. Notwithstanding anything to the contrary contained in this Agreement, in case no event shall the aggregate liability of a commercial letter of credit and (B) the International Standby Practices 1998 published by Indemnifying Sellers exceed the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderPurchase Price.

Limitations. Notwithstanding The indemnification obligations of the foregoing, no Letter of Credit will Shareholders under Section 8.1 shall be issued, increased, or extendedlimited as follows: (i) The Shareholders shall not be required to indemnify the Buyer Indemnified Parties under Section 8.1(a) unless and until the amount of Buyer Losses for which the Buyer Indemnified Parties are otherwise entitled to indemnification hereunder exceeds One Hundred Fifty Thousand Dollars (A$150,000) if (the “Deductible”), at which point each Shareholder, jointly and severally, shall be liable to reimburse the Buyer Indemnified Parties for all Buyer Losses, subject to such issuanceShareholder’s Allocable Portion of the Cap, increase, or extension would cause that may arise in excess of the Letter of Credit Exposure Deductible. The Shareholders will not have any obligation to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure indemnify any Buyer Indemnified Party with respect to Letters individual Buyer Losses of Credit issued by less than Ten Thousand Dollars ($10,000) each (or a series of related Buyer Losses of less than Ten Thousand Dollars ($10,000)) (the “Occurrence Threshold”). The Deductible and Occurrence Threshold shall not apply to any Issuing Lender Indemnifiable Damages resulting from the fraudulent misrepresentation of the Company or the Shareholders or claims pursuant to exceed the Letter Schedule 8.1. The Occurrence Threshold shall not apply to any Indemnifiable Damages resulting from a breach of Credit Sublimit applicable to such Issuing Lender Section 4.31 (unless such Issuing Lender otherwise consents in its sole discretion);Shareholder Matters) of this Agreement (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed Buyer Losses and 4.31 Losses shall be reduced by (a) the aggregate Revolving Commitments;amount of any insurance proceeds actually recovered by the Buyer Indemnified Parties and Buyer hereby agrees to file appropriate claims in a timely manner and to take all other commercially reasonable actions to recover such proceeds and (b) the amount of any Tax benefits actually realized by the Buyer Indemnified Parties attributed to the Buyer Losses or 4.31 Losses or derived therefrom in any period to and including the taxable year in which the Buyer Loss or 4.31 Loss was incurred. (iii) unless The aggregate maximum liability of the Shareholders for Buyer Losses and 4.31 Losses in the aggregate shall not exceed the Aggregate Purchase Price less any income or capital gains Taxes paid by such Letter of Credit has Shareholders (in the aggregate) in connection with the Merger (the “Sellers’ Cap”) provided, that each Shareholder’s individual liability hereunder shall not exceed an expiration date not later than five Business Days prior amount equal to the Revolving Credit Maturity Date;Sellers’ Cap multiplied by such Shareholder’s Pro-Rata Share (such Shareholder’s “Allocable Portion of the Cap”). (iv) unless such Letter Prior to seeking recourse against any Shareholder individually for any Buyer Indemnifiable Damages and provided that the Escrow Agreement has not been terminated, the Buyer Indemnified Parties agree to seek recovery for all Buyer Indemnifiable Damages up to the amount of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person;Escrow Amount solely from the Escrow. (v) unless such Letter Any Indemnifiable Damages paid by any Shareholder, in excess of Credit is the Escrow Amount or after the termination of the Escrow, shall be payable first, in form and substance acceptable cash, up to an amount of cash equal to the portion of the Aggregate Purchase Price paid to such Issuing Lender Shareholder in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is cash less (A) governed any income or capital gains Taxes paid by such Shareholder (in the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, aggregate) in case of a commercial letter of credit connection with the Merger and (B) such Shareholder’s Pro-Rata Share of the International Standby Practices 1998 published by cash portion of the Institute of International Banking Law & Practice Escrow Amount (or but only to the extent that such later version thereof as may be in effect cash portion was previously applied to pay Indemnifiable Damages) and, then, at the time of issuance)Shareholder’s sole option, in case cash and/or in Datalink Stock, which for purposes of standby letter this Section 8.5(b)(v) shall be valued at the average of credit; and (viii) if any Revolving Lender is at the daily last reported closing prices for the Datalink Stock over a period of 20 consecutive Trading Days immediately prior to the date on which such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to Indemnifiable Damages are paid in Datalink Stock by such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderShareholder.

Limitations. (a) Notwithstanding anything herein to the foregoingcontrary, no Letter the aggregate deemed liability of Credit will be issued, increased, or extended: (i) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to Xennex Stockholders from and after the Closing Date shall not exceed the Aggregate Letter value of Credit Sublimit the Merger Consideration (the Limit) except in respect of a claim for damages on account of or (B) arising from a claim alleging an intent to defraud or a willful or intentional misrepresentation or omission of a material fact in connection with this Agreement, in which case the deemed liability of the Xennex Stockholders may exceed the Limit on a several, and not joint, basis. No indemnification shall be available to BioTime or LifeMap until the aggregate Loss for which such indemnification is to be made exceeds $10,000, at which time BioTime and LifeMap shall have the right to collect the amount of the Loss incurred, up to the Limit. Except as provided in this paragraph, this indemnification shall be the sole and exclusive remedy of BioTime and LifeMap. No claim, demand, lawsuit or proceeding for indemnification shall be brought later than one year after the Closing Date, provided, that a lawsuit or other proceeding may be brought after the first anniversary of the Closing Date if such issuance, increase, a written claim or extension would cause the Letter of Credit Exposure demand was made with respect to Letters the matter prior to such first anniversary date. (b) Notwithstanding anything herein to the contrary, the aggregate deemed liability of Credit issued by any Issuing Lender to BioTime and/or LifeMap from and after the Closing Date shall not exceed the Letter Limit except in respect of Credit Sublimit applicable a claim for damages on account of or arising from a claim alleging an intent to such Issuing Lender (unless such Issuing Lender otherwise consents defraud or a willful or intentional misrepresentation or omission of a material fact in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts connection with the terms of this Agreement, in which case the terms deemed liability of the BioTime and/or LifeMap may exceed the Limit on a several, and not joint, basis. No indemnification shall be available to Xennex Stockholders until the aggregate Loss for which such indemnification is to be made exceeds $10,000, at which time Xennex Stockholders shall have the right to collect the amount of the Loss incurred, up to the Limit. Except as provided in this Agreement paragraph, this, indemnification shall control; (vii) unless such Letter be the sole and exclusive remedy of Credit is (A) governed by Xennex Stockholders. No claim, demand, lawsuit or proceeding for indemnification shall be brought later than one year after the Uniform Customs and Practice for Documentary Credits (1993 Revision)Closing Date, International Chamber of Commerce Publication No. 500 provided, that a lawsuit or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as other proceeding may be in effect at brought after the time first anniversary of issuance), in case of standby letter of credit; and (viii) the Closing Date if any Revolving Lender is at such time a Defaulting Lender written claim or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) demand was made with respect to the matter prior to such Defaulting Lender or Potential Defaulting Lenderfirst anniversary date.

Limitations. Notwithstanding The following provisions of this Section 8.4 shall limit the foregoing, no Letter of Credit will be issued, increased, or extendedindemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article VIII unless a written claim for indemnification in accordance with Section 8.2 or Section 8.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the first anniversary of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of (Ax) if such issuancea breach of any representation or warranty contained in Sections 5.1, increase5.2, or extension would cause 5.6, 5.7, 6.1, 6.2, and 6.5 (the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit “Fundamental Representations”) or (By) if an Excluded Liability may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time prior to the expiration of such issuancecovenant according to its terms. (b) An Indemnifying Party shall not be obligated to pay for any Indemnified Costs under this Article VIII until the amount of all such Indemnified Costs exceeds, increasein the aggregate, $100,000, in which event Indemnifying Party shall pay or extension would cause be liable for all such Indemnified Costs from the Letter first dollar. The aggregate liability of Credit Exposure an Indemnifying Party under this Article VIII shall not exceed $3,000,000. The limitations in the previous two sentences shall not apply to Indemnified Costs to the extent such costs arise out of (i) a breach of any Fundamental Representations or (ii) an Excluded Liability. (c) Each Party acknowledges and agrees that, after the Closing Date, notwithstanding any other provision of this Agreement to the contrary, the Buyer’s and the other Buyer Indemnified Parties’ and the Seller’s and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to Letters the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article VII. The Parties further acknowledge and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in the Ancillary Documents. Any indemnification obligation of Credit issued by any Issuing Lender the Seller to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increaseBuyer Indemnified Parties on the one hand, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior Buyer to the Revolving Credit Maturity Date; (iv) unless Seller Indemnified Parties on the other hand, pursuant to this Article VII shall be reduced by an amount equal to any indemnification recovery by such Letter Indemnified Parties pursuant to the other Ancillary Documents between the Parties to the extent that such other indemnification recovery arises out of Credit is a standby the same event or commercial letter circumstance giving rise to the indemnification obligation of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless Seller or the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided thatBuyer, if the terms of any Letter of Credit Application conflicts with the terms of this Agreementrespectively, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderhereunder.

Limitations. Notwithstanding (a) Seller shall not be obligated to pay any amounts for indemnification pursuant to Section 7.1(a)(1) until the foregoingaggregate Losses for which the Purchaser Indemnitees are entitled to indemnification exceeds an amount equal to One Hundred Thousand Dollars ($100,000) (the “Threshold”); in which event, no Letter Seller shall only be obligated to pay for Losses in excess of Credit will be issuedsuch Threshold; provided, increased, that the Threshold shall not apply to Losses involving or extended: (i) relating to any (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit Seller Fundamental Representations or (B) if fraud or intentional misrepresentation. (b) Purchaser shall not be obligated to pay any amounts for indemnification pursuant to Section 7.2(a)(1) until the aggregate Losses for which the Seller Indemnitees are entitled to indemnification exceeds an amount equal to the Threshold; in which event, Purchaser shall only be obligated to pay for Losses in excess of such issuanceThreshold; provided, increasethat the Threshold shall not apply to Losses involving or relating to any (A) Purchaser Fundamental Representations or (B) fraud or intentional misrepresentation. (c) In no event shall the indemnification obligations of Seller under Section 7.1(a)(1) or Purchaser under Section 7.2(a)(2) exceed an amount equal to One Million One Hundred Fifty Thousand Dollars ($1,150,000) (the “Indemnification Cap”); provided, however, that the Indemnification Cap shall not apply to Losses involving or relating to any (A) Seller Fundamental Representations or Purchaser Fundamental Representations, as applicable, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion);B) fraud or intentional misrepresentation. (iid) if After a claim has been finally determined, either by agreement of the Indemnifying Party or final, non-appealable adjudication pursuant to Section 7.5, any indemnification obligations of Seller hereunder shall be recovered first by Purchaser’s offset against any Earn-Out Payments then due and payable, and only after such issuanceoffset shall Purchaser seek recovery directly against Seller; provided, increasehowever, that this limitation shall not apply to Losses involving or relating to any (A) Seller Fundamental Representations, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments;(B) fraud or intentional misrepresentation. (iiie) unless such Letter From and after the Closing, absent fraud or intentional misrepresentation, the indemnification provisions contained in this Article 7 shall provide the sole and exclusive remedy following the Closing Date as to all money damages for any action arising out of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms subject matter of this Agreement, provided that nothing in this Section 7.4 shall affect the terms of Parties’ rights to specific performance or other equitable remedies to enforce the Parties’ obligations under this Agreement shall control;Agreement. (viif) unless such Letter For purposes of Credit is (Acalculating the amount of Loss pursuant to Section 7.1(a)(1) governed by the Uniform Customs and Practice for Documentary Credits (1993 RevisionSection 7.2(a)(1), International Chamber any inaccuracy in or breach of Commerce Publication No. 500 any representation or warranty shall be determined without regard to any successor materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (representation or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderwarranty.

Limitations. Notwithstanding (a) Neither Sellers nor Purchaser shall ----------- have any liability to the foregoing, other under this Article IX and no Letter of Credit will be issued, increased, or extendedclaim under this Article IX shall: (i) accrue unless and only to the extent that the actual liability of (A) if such issuancethe Sellers (as a group) pursuant to the indemnification provisions hereof and the Merger Agreement exceeds $2,500,000 in the aggregate, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increasethe Purchaser (as a group) pursuant to the indemnification provisions hereof and in the Merger Agreement (other than liability arising as a result of breaches of Section 3.25 hereof or Section 3.25 of the Merger Agreement) exceeds $2,500,000 in the aggregate, or extension would cause (C) the Letter Purchaser (as a group) pursuant to the indemnification provisions of Credit Exposure with respect to Letters this Agreement and the Merger Agreement arising as a result of Credit issued by any Issuing Lender to exceed breaches of Section 3.25 hereof and Section 3.25 of the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents Merger Agreement exceeds $2,500,000 in its sole discretionthe aggregate each a "Relevant Claim"); (ii) if such issuance, increase, or extension would cause be made to the Revolving Outstanding Amount extent that any loss is recovered under a policy of insurance payable to exceed the aggregate Revolving CommitmentsIndemnified Party which policy is in force on the date of loss; (iii) unless be made following the three year anniversary of the Closing Date except with respect to Purchaser's obligations under Section 5.14. (b) The liability of Sellers shall cease, and any subsisting claim shall be withdrawn, upon the Hospital Businesses (or the individual Hospital relating to such Letter claim) ceasing for any reason to be directly or indirectly wholly owned by the Purchaser or by a corporation controlled, directly or indirectly, by the Purchaser. (c) In the event that an Indemnified Party is entitled to recover any sum (whether by payment, discount, credit or otherwise) from any third party in respect of Credit has any matter for which a claim of indemnity could be made against the party hereto that would be liable for the Damages to an expiration date Indemnified Party hereunder (an "Indemnifying Party"), the Indemnified Party shall use commercially reasonable efforts to recover such sum from such third party (but shall not later than five Business Days prior be required to institute legal proceedings) and any sum recovered will reduce the amount of the claim; and if the Indemnifying Party pays to the Revolving Credit Maturity Date;Indemnified Party an amount in respect of, and the Indemnified Party subsequently recovers from a third party a sum which is referable to, that claim, the Indemnified Party shall forthwith repay to the Indemnifying Party, so much of the amount paid by it as does not exceed the sum recovered from the third party less all reasonable costs, charges and expenses incurred by the Indemnified Party in obtaining payment in respect of that claim and in recovering that sum from the third party. (ivd) unless such Letter of Credit If either party is a standby or commercial letter of credit not supporting liable to the repayment of indebtedness other for borrowed money Damages arising out of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided thatbreach, if the terms misrepresentation or nonfulfillment of any Letter of Credit Application conflicts with the terms of representations, warranties or covenants set forth in this Agreement, then the terms liability of this Agreement the Indemnifying Party shall control; (vii) unless such Letter of Credit is (A) governed by be reduced and any amount paid shall be refunded when and to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case extent that the Indemnified Party obtains the benefit of a commercial letter reduction in its liability for its tax (whether by way of credit and (Bor otherwise) which it would not have obtained had the International Standby Practices 1998 published by breach which gave rise to liability of the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting LenderIndemnifying Party not arisen.

Limitations. (a) Notwithstanding anything to the foregoingcontrary in Section 9.2, no Letter except for Losses in respect of Credit will be issued, increasedthe Excepted Matters, or extended:Losses resulting from fraud or intentional misrepresentation by the Sellers or any of them, the Sellers shall have no obligation to indemnify any Buyer Indemnified Party for Losses under Section 9.2(a): (i) unless the aggregate amount of the Losses suffered by Buyer Indemnified Parties exceeds on a cumulative basis an amount equal to One Hundred Thousand Dollars (A$100,000) if (the “Sellers’ Basket”), in which event the Sellers shall (subject to the following sub-clause (ii)) be liable only for an amount of such issuanceLosses in excess of the Sellers’ Basket, increase, or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion);or (ii) if such issuancein an amount exceeding Three Million Five Hundred Thousand Dollars ($3,500,000) in the aggregate. All claims for indemnification against the Sellers shall be satisfied by the Sellers jointly and severally, increasein cash. In addition and notwithstanding the preceding sentence, or extension would cause Buyer may at its option satisfy any unpaid indemnification claim against the Revolving Outstanding Amount to exceed Sellers by reducing the amount of any due but unpaid Earn-Out Payments by the aggregate Revolving Commitments;dollar amount of the unpaid indemnification claim. (iiib) unless such Letter With respect to any Losses in connection with a breach by Majority Shareholder of Credit has an expiration date not later than five Business Days prior the provisions contained in Sections 7.7, 7.8 or 7.9, the Majority Shareholder shall be solely responsible for the indemnification obligations contained in Section 9.2(a). (c) Notwithstanding the other provisions of Section 9.6, any Loss suffered by Buyer Indemnified Parties for payment of any insurance deductible in connection with any Proceedings that is disclosed in Schedule 4.11 or that should have been disclosed in Schedule 4.11, shall be excluded from the Seller’s Basket. (d) Notwithstanding anything to the Revolving Credit Maturity Date;contrary contained in Section 9.3, except for Losses in respect of the Excepted Matters or resulting from actual fraud or intentional misrepresentation, Buyer shall have no obligation to indemnify any Seller Indemnified Party for Losses under Section 9.3(a): (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vii) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter aggregate amount of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed Losses suffered by the Uniform Customs and Practice for Documentary Credits Seller Indemnified Parties exceeds on a cumulative basis an amount equal to One Hundred Thousand Dollars (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication$100,000) “Buyer’s Basket”, in case of a commercial letter of credit and which event Buyer shall (B) subject to the International Standby Practices 1998 published by the Institute of International Banking Law & Practice following sub-clause (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(ivii)) with respect to be liable for only for an amount of such Defaulting Lender or Potential Defaulting Lender.Losses in excess of the Buyer’s Basket, or

Limitations. Notwithstanding Seller shall not be required to indemnify any Purchaser Indemnitees, and Purchaser shall not be required to indemnify any Seller Indemnitees, as applicable, or otherwise have any liability under this Agreement from and after the foregoingClosing, no Letter unless and until the aggregate amount of Credit all such Losses for such matters exceeds [***] (the “Threshold Amount”), in which event Seller Indemnitees or Purchaser Indemnitees, as applicable will be issuedentitled to recover all Losses arising out of or relating to such matters (provided, increasedthat Purchasers or Seller’s obligations hereunder, as applicable, shall be reduced on a dollar-for-dollar basis by the aggregate amount of insurance proceeds, tax benefits, indemnification payments and other third-party payments, actually recovered by the Seller Indemnitees or extended: Purchaser Indemnitees, as applicable, in connection with such claims). In addition, from and after the Closing, (ix) Seller’s maximum liability to Purchaser and all other Purchaser Indemnitees, with respect to any claim for indemnification under this Section 10(h) or otherwise under any provisions of this Agreement that survive the Closing (other than under Section 10(h)(ii)(F)), and (y) Purchaser’s maximum liability to Seller and all other Seller Indemnitees, with respect to any claim for indemnification under this Section 10(h) or otherwise under any provisions of this Agreement that survive the Closing , shall not, in the case of either of the foregoing clause (x) or clause (y), exceed [***] of the Purchase Price in the aggregate; provided, that: (I) Seller’s liability for (A) if such issuancebreaches of the representations and warranties contained in Section 10(c) and Section 38(c) (collectively, increasethe “Fundamental Representations”), or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuancefraud by Seller, increaseand (C) Seller’s surviving obligations under Article 7, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (iiSection 13(a) if such issuanceand Section 33 and Seller’s indemnification obligations under this Section 10(h) relating thereto, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date shall not later than five Business Days prior be subject to the Revolving Credit Maturity Date; foregoing limitation; (ivII) unless such Letter Seller’s liability for indemnification under clause (F) of Credit is a standby or commercial letter Section 10(h)(ii) above shall not be subject to the foregoing limitation but instead shall not exceed [***] of credit not supporting the repayment of indebtedness Purchase Price in the aggregate; and (III) Purchaser’s liability for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by breaches of the Uniform Customs representations and Practice for Documentary Credits warranties contained in clauses (1993 Revisioni)–(iv) of Section 10(g), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) fraud by Purchaser, and (C) Purchaser’s surviving obligations under Article 7, Section 13(b) and Section 33 and Purchaser’s indemnification obligations under this Section 10(h) relating thereto, shall not be subject to the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lenderforegoing limitation.

Limitations. Notwithstanding Except as otherwise expressly provided in this Agreement, after the foregoingClosing, no Letter each party's respective obligations for a breach of Credit will be issued, increased, a representation or extendedwarranty are subject to the following: 9.4.1. As used in this Section 9.4.1, the term "Sellers" shall not include the Charities. Sellers will not have any liability or obligations (i) (A) if such issuanceincluding, increasewithout limitation, for Damages), under Section 9.2 or extension would cause otherwise, arising out of or resulting from the Letter breach of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuanceSellers' representations and warranties, increase, or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents contained in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms Section 5 of this Agreement, the terms of Schedules hereto, or any in any other document, certificate or agreement executed or delivered in connection with this Agreement ("Seller Representation and Warranty Losses") until the aggregate amount of the Seller Representation and Warranty Losses incurred or suffered by Buyer exceed a total of One Hundred Ninety Five Thousand Dollars ($195,000) (the "Seller Basket Amount"); and if the cumulative aggregate amount of such Seller Representation and Warranty Losses exceeds the Seller Basket Amount, then Sellers shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) obligated with respect to such Defaulting Lender Seller Representation and Warranty Losses, only for or Potential Defaulting Lenderwith respect to the amount by which the cumulative aggregate Seller Representation and Warranty Losses under this Agreement exceed the Seller Basket Amount; provided that in no event shall Sellers be obligated with respect to aggregate Seller Representation and Warranty Losses under this Agreement which exceed a cumulative aggregate total of One Million Seven Hundred Fifty Five Thousand Dollars ($1,755,000). 9.4.2. Buyer will not have any liability or obligations (including, without limitation, for Damages), under Section 9.2 or otherwise, arising out of or resulting from the breach of Buyer's representations and warranties contained in Section 7 of this Agreement, the Schedules hereto, or any in any other document, certificate or agreement executed or delivered in connection with this Agreement ("Buyer Representation and Warranty Losses") until the aggregate amount of the Buyer Representation and Warranty Losses incurred or suffered by Seller exceed a total of One Hundred Ninety Five Thousand Dollars ($195,000) (the "Buyer Basket Amount"); and if the cumulative aggregate amount of such Buyer Representation and Warranty Losses exceeds the Buyer Basket Amount, then Buyer shall be obligated with respect to such Buyer Representation and Warranty Losses, only for or with respect to the amount by which the cumulative aggregate Buyer Representation and Warranty Losses under this Agreement exceed the Buyer Basket Amount; provided that in no event shall Buyer be obligated with respect to aggregate Buyer Representation and Warranty Losses under this Agreement which exceed a cumulative aggregate total of One Million Seven Hundred Fifty Five Thousand Dollars ($1,755,000). 9.4.3. Each of the parties covenants and agrees that it will use its reasonable efforts to mitigate any Damages with respect to which such party is or may become entitled to be indemnified by the other party pursuant to this Agreement. 9.4.4. In determining the amount of Damages for which an Indemnified Party is entitled to seek indemnity hereunder, net amounts paid or recovered (and the Indemnified Party shall use reasonable efforts to file and support claims therefor short of litigation) under third party insurance policies (excluding self-insurance), contractual or other rights of recovery, indemnification or contribution shall reduce the amount for which indemnification may be sought as shall the actual net tax effect of Damages on the tax liability of the Indemnified Party. 9.4.5. Except, in each case, as expressly set forth in this Agreement, the Schedules hereto or any document or certificate delivered by Sellers to Buyer under this Agreement, (i) SELLERS MAKES NO REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESS OR IMPLIED) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE OR OTHERWISE IN REGARD TO THE SHARES OR THE ASSETS; (ii) except as expressly provided in this Agreement, the Schedules hereto or any document or certificates delivered by Sellers to Buyer under this Agreement, Sellers undertake no liability for any damage, loss, expense or claim or any other matter relating to any cause whatsoever arising under or pursuant to this Agreement, (whether such cause be based in contract, negligence, strict liability, other tort or otherwise), and in no event shall Sellers be liable for special, exemplary, or punitive damages to Buyer, and (iii) Sellers shall not be liable for, and Buyer assumes liability for, all personal injury and property damage connected with the handling, transportation, possession, or other use or resale of any of the Assets from and after the Closing Date whether such Assets are used or resold alone or in combination with any other material. 9.4.6. Subject to the limitations on indemnity obligations as set forth in this Section 9, the representations, warranties and covenants of the parties set forth herein shall survive the Closing, regardless of any investigation made by or on behalf of the parties hereto or the results of any such investigation, and the participation of the parties in the consummation of the transactions contemplated herein will not constitute a waiver of any representation, warranty or covenant of any other party hereto.

Limitations. Notwithstanding (a) Seller shall not have any obligation to indemnify the foregoingBuyer Indemnitees from and against any Damages under Section 8.1(a), no Letter other than Damages resulting by reason of Credit any fraud or intentional misrepresentation, until the Buyer Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1%) of the Purchase Price (after which point Seller will be issuedobligated to indemnify the Buyer Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed fifteen percent (15%) of the Purchase Price except in the case of fraud or intentional misrepresentation; provided, increasedhowever, that the foregoing thresholds, deductibles and limitations shall not apply to any indemnification provided by Seller arising out of any Title Defects subject to Section 6.11(b) or extended:Section 6.14(b), Environmental Defects subject to Section 5.7(b)(iii) or the representations and warranties in Sections 3.1, 3.2 , 3.9, 3.17, and 3.22. (ib) Buyer shall not have any obligation to indemnify the Seller Indemnitees from and against Damages under Section 8.2(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Seller Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (A1%) if of the Purchase Price (after which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such issuanceDamages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed fifteen percent (15%) of the Purchase Price except in the case of fraud or intentional misrepresentation; provided, increasehowever, or extension would cause that the Letter foregoing thresholds, deductibles and limitations shall not apply to any indemnification provided by Buyer arising out of Credit Exposure to exceed the Aggregate Letter representations and warranties in Sections 4.1, 4.2 and 4.6. (c) The rights of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter Indemnified Parties under this Article VIII shall be the exclusive remedy of Credit Exposure the Indemnified Parties with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuanceand all matters arising out of, increaserelating to, or extension would cause connected with this Agreement, Seller and its assets and liabilities, including, without limitation, the Revolving Outstanding Amount to exceed Purchased Assets and the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of Assumed Liabilities; provided, however, that notwithstanding any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms other provision of this Agreement, the terms nothing herein shall limit any claim of this Agreement shall control;any Party for remedies at law or in equity for fraud or intentional misrepresentations. (viid) unless The amount of Damages recoverable by an Indemnified Party under this Article VIII shall be reduced by any proceeds received by such Letter Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any third party. Each Indemnified Party shall use its Reasonable Best Efforts to seek payment or reimbursement for any Damages from its insurance carrier or other collateral sources. In the event that an Indemnified Party shall receive funds from any insurance carrier or collateral source with respect to any Damages, any such amounts so received shall be payable to the Indemnifying Party, regardless of Credit is (A) governed when received by the Uniform Customs and Practice for Documentary Credits (1993 Revision)Indemnified Party, International Chamber of Commerce Publication No. 500 or any successor up to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published amount previously paid by the Institute of International Banking Law & Practice (Indemnifying Party or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) their Affiliates with respect to such Defaulting Lender Damages. (e) Notwithstanding anything to the contrary contained in this Agreement, following a determination that the Indemnifying Party is obligated to indemnify the Indemnified Party pursuant to Sections 8.1(a) or Potential Defaulting Lender8.2(a), and subject to the deductible amounts set forth in Sections 8.5 (a) or 8.5(b), and solely for purposes of determining the amount of any Damages that are the subject matter of a claim for indemnification hereunder, each representation and warranty in this Agreement and each certificate or document delivered pursuant hereto shall be read without regard and without giving effect to the term(s) “material” or “Material Adverse Effect” in each instance where the effect of including such term(s) would be to make such representation and warranty less restrictive (as if such words and surrounding related words (e.g., “reasonably be expected to,” “could have” and similar restrictions and qualifiers) were deleted from such representations and warranty).

Limitations. Notwithstanding anything to the foregoingcontrary contained in this Agreement, no Letter the liabilities and obligations of Credit will Seller and Buyer asserted under Article IX of this Agreement shall be issued, increased, or extendedsubject to the following limitations: (i) Seller and Buyer each shall not be responsible to the Buyer Indemnified Parties and the Seller Indemnified Parties, respectively, for any misrepresentation or breach of a representation or warranty contained in this Agreement (Awhich representation and warranty, for purposes of this Article IX, shall be read as if it did not contain any materiality qualifications) if until the cumulative aggregate amount of all Losses and Litigation Expenses for which it would otherwise be obligated to pay under this Article IX exceeds US$250,000 (after taking into account any payments made directly or indirectly to the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, as a result of any applicable insurance payments), whereupon such issuanceparty shall be liable to the Buyer Indemnified Parties or the Seller Indemnified Parties, increaseas the case may be, only to the extent and in the amount by which the Losses and Litigation Expenses exceed US$250,000 (after taking into account any payments made directly or extension would cause indirectly to the Letter Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, as a result of Credit Exposure any applicable insurance payments); provided, however, Seller shall be responsible to exceed the Aggregate Letter Buyer Indemnified Parties for the first dollar of Credit Sublimit any Losses and Litigation Expenses arising out of any misrepresentation or (B) if such issuancebreach of a representation or warranty contained in Sections 3.9, increase3.10.1, 3.10.2, 3.10.4, 3.10.5, 3.10.11, 3.10.12, 3.11 or extension would cause the Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion);3.12. (ii) if such issuance, increase, or extension would cause The aggregate amount of the Revolving Outstanding Amount to obligations and liabilities of Seller under Article IX hereof for Losses and Litigation Expenses shall not exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior consideration received or to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable be received by Seller pursuant to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms except for Losses and Litigation Expenses arising out of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 any misrepresentations or any successor to such publication, in case breach of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (representation or such later version thereof as may be warranty contained in effect at the time of issuance)Sections 3.9, in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender 3.10.1, 3.10.2, 3.10.4, 3.10.5, 3.10.11, 3.10.12, 3.11 or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender or Potential Defaulting Lender3.12.

Limitations. Notwithstanding the foregoing, no Letter of Credit will (a) Neither party shall be issued, increased, required to indemnify or extended: (i) (A) if such issuance, increase, or extension would cause the Letter of Credit Exposure otherwise be liable to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure any Person with respect to Letters any claim under this Article 10 unless notice of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender claim is given (unless such Issuing Lender otherwise consents in its sole discretion); (ii) if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vii) unless such Letter of Credit is (A) governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)i) with respect to any claim relating to title to the Assets, Taxes, obligations or liabilities of Seller arising prior to the Closing under any state escheat laws, or any breach by Seller of its representation in the first sentence of Section 4.2, on or before the date that is sixty days after the expiration of the applicable statute of limitations (including all extensions thereof) and (ii) in the case of any other claim, within eighteen months after the Closing Date. (b) Seller shall not be required to indemnify or otherwise be liable to any Buyer Indemnified Parties with respect to any claim under this Article 10 unless the Losses suffered or incurred by all Buyer Indemnified Parties arising from all such Defaulting Lender breaches exceed in the aggregate $200,000. (c) Buyer shall not be required to indemnify or Potential Defaulting Lenderotherwise be liable to any Seller Indemnified Parties with respect to any claim under this Article 10 unless the Losses suffered or incurred by all Seller Indemnified Parties arising from all such breaches exceed in the aggregate $200,000. (d) Seller shall not be required to indemnify or otherwise be liable to any Buyer Indemnified Parties with respect to any claim under this Article 10 to the extent that the Losses suffered or incurred by all Buyer Indemnified Parties arising from all such breaches (other than Losses for which the Buyer Indemnified Parties are not entitled to indemnification pursuant to the other provisions of this Section 10.5) exceed in the aggregate $4,000,000. (e) Buyer shall not be required to indemnify or otherwise be liable to any Seller Indemnified Parties with respect to any claim under this Article 10 to the extent that the Losses suffered or incurred by all Seller Indemnified Parties arising from all such breaches (other than Losses for which the Seller Indemnified Parties are not entitled to indemnification pursuant to the other provisions of this Section 10.5) exceed in the aggregate $4,000,000. (f) The foregoing limitations in this Section 10.5 shall not limit (i) the right of any Buyer Indemnified Party to indemnification with respect to any claim covered by Section 10.2(d) or, except as expressly provided in Section 10.5(a), any claim relating to title to the Assets, Taxes, obligations or liabilities of Seller arising prior to the Closing under any state escheat laws, or any breach by Seller of its representation in the first sentence of Section 4.2, (ii) the right of any Seller Indemnified Party to indemnification with respect to any claim covered by Section 10.3(d), or (iii) the right of any Person to be indemnified for Losses resulting from either party’s fraud. The limitations in Section 10.5(b), Section 10.5(c), Section 10.5(d), and Section 10.5(e) shall not apply to the enforcement of any covenant of either party to make any payment to the other party pursuant to any provision of this Agreement (excluding this Article 10), and payments made or required to be made pursuant to such provisions shall not be considered Losses for purposes of Section 10.5(b), Section 10.5(c), Section 10.5(d), or Section 10.5(e). (g) Buyer and Seller acknowledge and agree that any indemnification claims made by Buyer under Section 10.2(d), in addition to the Purchase Price reduction set forth in Section 2.5(d), shall expressly exclude any special, incidental, or consequential damages (such as lost profits) as a result of Buyer’s failure to assign any Retained Lease.

Limitations. (a) With respect to claims for Damages arising under Section 7.1(a), the Company Equityholders shall not be liable for any such Damages until the aggregate amount of all such Damages exceeds the Deductible (at which point the Company Equityholders shall become liable for all Damages under Section 7.1(a) in excess of one half (1/2) of the amount of the Deductible); provided that the limitation set forth in this sentence shall not apply to (i) claims based on fraud or Knowing Misrepresentation or (ii) any claim pursuant to Section 7.1(a) relating to a breach of any of the Fundamental Representations. (b) Except for claims based on fraud or Knowing Misrepresentation, the Escrow Fund established in accordance with the provisions of Section 2.6(i) and the Offset Right shall be the sole and exclusive means for the Buyer to recover any Damages for which it is entitled to indemnification under this Article VII. In the case of claims based upon fraud or Knowing Misrepresentation, where the claim of such fraud or Knowing Misrepresentation is asserted by the Buyer on or prior to the fifth (5th) anniversary of the Closing, the Company Equityholders shall have personal liability, on a several and pro rata basis (based on proceeds actually received by the Company Equityholders), for all Damages incurred by the Buyer resulting from any such fraud or Knowing Misrepresentation, but in no event shall any Company Equityholder be liable for an amount in excess of the amount of the consideration actually received by such Company Equityholder pursuant to this Agreement and in no event shall any Company Equityholder be liable for claims of fraud or Knowing Misrepresentation asserted by the Buyer after the fifth (5th) anniversary of the Closing. Notwithstanding the foregoing, no Letter if the Escrow Fund has been established in accordance with the provisions of Credit will be issuedSection 2.6(i), increased, or extended:the Buyer shall not attempt to collect any Damages directly from any Company Equityholder unless there are insufficient unclaimed Escrow Funds remaining to satisfy such Damages pursuant to the Escrow Agreement. (ic) (A) if such issuance, increase, No Company Equityholder shall have any right of contribution against the Company or extension would cause the Letter of Credit Exposure to exceed the Aggregate Letter of Credit Sublimit or (B) if such issuance, increase, or extension would cause the Letter of Credit Exposure Surviving Corporation with respect to Letters any breach by the Company of Credit issued by any Issuing Lender to exceed the Letter of Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in its sole discretion);representations, warranties, covenants or agreements. (iid) if such issuanceThe rights of the Buyer under this Article VII shall be the sole and exclusive remedy of the Buyer with respect to claims under or otherwise relating to the transactions that are the subject of this Agreement. Without limiting the generality of the foregoing, increasein no event shall any party, its successors or extension would cause permitted assigns be entitled to claim or seek rescission of the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments;transactions consummated by this Agreement. (iiie) unless such Letter of Credit has an expiration date not later than five Business Days prior Any payments made to a Party pursuant to this Article VII or pursuant to the Revolving Credit Maturity Date;Escrow Agreement shall be treated as an adjustment to the Total Consideration for Tax purposes to the extent permitted by Law. (ivf) unless such Letter of Credit is a standby or commercial letter of credit not supporting Notwithstanding anything to the repayment of indebtedness for borrowed money of any Person; (v) unless such Letter of Credit is contrary in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, the terms Company Equityholders shall not have any liability to the Buyer if any Tax attributes of this Agreement shall control;the Company or any Subsidiary (including net operating loss carryovers, capital loss carryovers, adjusted basis or credits) are not available to the Company, any Subsidiary, the Buyer, or any of their Affiliates for any taxable period or portion thereof ending after the Closing Date. (viig) unless such Letter The Buyer shall not be entitled to indemnification for any Damages in respect of Credit is (A) governed by any liability taken into account in connection with the Uniform Customs and Practice for Documentary Credits (1993 Revision)Final Closing Adjustment, International Chamber but only to the extent included in the calculation of Commerce Publication No. 500 or any successor to such publication, in case of a commercial letter of credit and (B) the International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; andFinal Closing Adjustment. (viiih) if Notwithstanding anything the to the contrary in this Agreement, the sole and exclusive means for the Buyer or its Affiliates to recover any Revolving Lender Damages for which it is at such time a Defaulting Lender or Potential Defaulting Lender; unless entitled to indemnification pursuant to clause (2) of Section 7.1(e) of the applicable Issuing Lender has entered into arrangements, including Disclosure Schedule shall be limited to and not exceed the delivery exercise of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) Offset right with respect to such Defaulting Lender one hundred percent (100%) of Milestone #10; provided, however, that if a Claim Notice or Potential Defaulting LenderExpected Claim Notice pursuant to clause (2) of Section 7.1(e) of the Disclosure Schedule is delivered by the Buyer following the payment of Milestone #10, the sole and exclusive means for the Buyer or its Affiliates to recover any Damages for which it is entitled to indemnification pursuant to clause (2) of Section 7.1(e) of the Disclosure Schedule shall be limited to and not exceed Five Million Dollars ($5,000,000).