Common use of Procedures Clause in Contracts

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party.

Procedures. Promptly after the receipt by an indemnified party any Person seeking indemnification under this Section 2.7 Article XX (the “Indemnified Party”) of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly thereafter keep Owner reasonably informed with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesrespect thereto; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall have not relieve Owner of any of its obligations hereunder, except to the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented extent that Owner is materially prejudiced by such counsel in such proceedingfailure. The failure Owner shall be entitled to deliver assume the defense of any Third Party Claim by written notice to the indemnifying party Indemnified Party of such intention given within a reasonable time thirty (30) days after the receipt by Owner of the commencement Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will period during which Owner has not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such claim Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or litigation, shall, except with settle such Third Party Claim without the prior written consent of each indemnified partythe Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to entry of any judgment or enter into any settlement which that (a) does not include include, as an unconditional term thereof thereof, the giving by the claimant or the plaintiff to such indemnified party of a release of the Indemnified Party from all liability in with respect to such claim Third Party Claim or litigation(b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. The indemnity agreements contained As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 2.7 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not apply be obligated to amounts paid in settlement pay the expenses of any lossmore than one separate counsel for all Indemnified Parties, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partytaken together.

Procedures. Promptly Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notice shall be given as soon as practicable after receipt by an indemnified party under this Section 2.7 Executive knows of notice such claim and shall apprise the Company of the commencement nature of any action (including any governmental action), such indemnified party will, if a the claim in respect thereof and the date on which the claim is requested to be made against any indemnifying party under this Section 2.7, deliver paid. Executive agrees not to pay the indemnifying party a written notice claim until the expiration of the commencement thereof and thirty-day period following the indemnifying party shall have date on which Executive notifies the right to participate inCompany, and, to or such shorter period ending on the extent date the indemnifying party so desires, jointly Taxes with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim are due (the "Notice Period"). If the Company notifies Executive in writing prior to the expiration of the Notice Period that it desires to contest the claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to the claim; (ii) take such action in connection with the claim as the Company may reasonably request, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably acceptable to Executive; (iii) cooperate with the Company in good faith in contesting the claim; and (iv) permit the Company to participate in any proceedings relating to the claim. Executive shall permit the Company to control all proceedings related to the claim and, at its option, permit the Company to pursue or litigationforgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim. If requested by the Company, Executive agrees either to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner and to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine; PROVIDED, HOWEVER, that, if the Company directs Executive to pay such claim and pursue a refund, the Company shall advance the amount of such payment to Executive on an after-tax and interest-free basis (the "Advance"). The indemnity agreements contained Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and Executive shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. If the Company does not notify Executive in this Section 2.7 shall not apply writing prior to amounts paid in settlement the end of any loss, the Notice Period of its desire to contest the claim, damage, liability or action if such settlement is effected without the consent Company shall pay to Executive an additional Gross-Up Payment in respect of the indemnifying partyexcess parachute payments that are the subject of the claim, and Executive agrees to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Procedures. Promptly after receipt (i) Subject to clause (ii) below, each Elective Redemption of IBG Holdings Shares shall be effected in accordance with the IBG Holdings Operating Agreement. (ii) Except as otherwise provided in this clause (ii), each IBG Holdings Member who shall be entitled to cause the redemption of such IBG Holdings Member’s IBG Holdings Shares (or portion thereof) so redeemable in accordance with Section 4.1(a) hereto (an “Electing Member”) shall prepare and deliver to IBG Holdings and IBGI, for IBG LLC as its managing member and for itself, a written request in the form attached hereto as Exhibit C signed by an indemnified party under such Electing Member (A) stating the number of IBG Holdings Shares that such Electing Member desires to have redeemed and (B) certifying that such Electing Member is entitled to cause the redemption of the IBG Holdings Shares specified by such Electing Member and that such Electing Member is the beneficial owner of such IBG Holdings Shares (each such request, a “Redemption Request”). A properly completed Redemption Request must be delivered to IBG Holdings and IBGI not less than 60 days or more than 90 days prior to the General Redemption Date on which such Electing Member desires to effect the Elective Redemptions in accordance with this Section 2.7 4.1. Once delivered, a Redemption Request shall be irrevocable. (iii) Upon receipt of notice all Redemption Requests relating to a given General Redemption Date, unless otherwise determined by IBGI, IBG LLC and IBG Holdings that the redemption of IBG Holdings Shares will be funded as provided in Section 4.3(c), IBGI shall use its commercially reasonable efforts to consummate a Public Offering of a number of shares of Common Stock (adjusted per Section 5.1) approximately equal to the aggregate number of IBG Holdings Shares specified in such Redemption Requests. Upon consummation of such Public Offering, IBGI shall purchase from IBG Holdings and IBG Holdings shall sell to IBGI that number of IBG LLC Shares equal to the aggregate number of IBG Holdings Shares specified in such Redemption Requests at a purchase price per share equal to the offering price per share of Common Stock in such Public Offering minus any applicable underwriting discounts or placement agency fees (the “Public Offering Redemption Price”). IBG LLC shall bear the costs of the commencement of any action Public Offering other than (including any governmental action)i) underwriting discounts or placement agency fees, which effectively shall be borne by the IBG Holdings Members making such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof Redemption Requests and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counselii) shall have the right to retain one separate counsel, with the reasonable legal fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyselling IBG Holdings Members.

Procedures. Promptly after After receipt by an indemnified party under this Section 2.7 of notice of the commencement Notice of any action (including any governmental action)termination, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, andContractor shall, to the extent appropriate to the indemnifying party so desirestermination, jointly cancel outstanding commitments hereunder covering the procurement of materials, supplies, equipment and miscellaneous items. In addition, the Contractor shall exercise all reasonable diligence to accomplish the cancellation or diversion of all applicable outstanding commitments covering personal performance of any Work terminated by the Notice. With respect to such canceled commitments, the Contractor agrees to: 1. settle all outstanding liabilities and all claims arising out of such cancellation of commitments, with any other indemnifying party similarly noticedapproval or ratification of the Principal Representative, to assume the defense thereof with counsel mutually satisfactory extent he or she may require, which approval or ratification shall be final for all purposes of this clause; and, 2. assign to the partiesState, in the manner, at the time, and to the extent directed by the Principal Representative, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the State shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. The Contractor shall submit his or her termination claim to the Principal Representative promptly after receipt of a Notice of termination, but in no event later than three (3) months from the effective date thereof, unless one or more extensions in writing are granted by the Principal Representative upon written request of the Contractor within such three-month period or authorized extension thereof. Upon failure of the Contractor to submit his or her termination claim within the time allowed, the Principal Representative may determine, on the basis of information available to him, the amount, if any, due to the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined. Costs claimed, agreed to, or determined pursuant to the preceding and following paragraph shall be in accordance with the provisions of the Colorado Procurement Code or the applicable procurement code for institutions of higher education. Subject to the preceding provisions, the Contractor and the Principal Representative may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the termination under this clause, which amount or amounts may include any reasonable cancellation charges thereby incurred by the Contractor and any reasonable loss upon outstanding commitments for personal services which he or she is unable to cancel; provided, however, that an indemnified party (together in connection with all other indemnified parties any outstanding commitments for personal services which may be represented without conflict by one counsel) the Contractor is unable to cancel, the Contractor shall have exercised reasonable diligence to divert such commitments to other activities and operations. Any such agreement shall be embodied in an Amendment to this Contract and the right Contractor shall be paid the agreed amount. The State may from time to retain one separate counseltime, under such terms and conditions as it may prescribe, make partial payments against costs incurred by the Contractor in connection with the termination portion of this Contract, whenever, in the opinion of the Principal Representative, the aggregate of such payments is within the amount to which the Contractor will be entitled hereunder. The Contractor agrees to transfer title and deliver to the State, in the manner, at the time, and to the extent, if any, directed by the Principal Representative, such information and items which, if the Contract had been completed, would have been required to be furnished to the State, including: a. completed or partially completed plans, Drawings and information; and, b. materials or equipment produced or in process or acquired in connection with the performance of the Work terminated by the Notice. Other than the above, any termination inventory resulting from the termination of the Contract may, with written approval of the reasonable fees and expenses to Principal Representative, be paid sold or acquired by the indemnifying party, if representation of such indemnified party Contractor under the conditions prescribed by and at a price or prices approved by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceedingPrincipal Representative. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement proceeds of any such actiondisposition shall be applied in reduction of any payments to be made by the State to the Contractor under this Contract or shall otherwise be credited to the price or cost of Work covered by this Contract or paid in such other manners as the Principal Representative may direct. Pending final disposition of property arising from the termination, if prejudicial the Contractor agrees to its ability take such action as may be necessary, or as the Principal Representative may direct, for the protection and preservation of the property related to defend such actionthis Contract which is in the possession of the Contractor and in which the State has or may acquire an interest. Any disputes as to questions of fact, which may arise hereunder, shall relieve such indemnifying party of any liability be subject to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent Remedies provisions of the indemnifying partyColorado Procurement Code or the applicable procurement code for institutions of higher education.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is The Indemnitees agree to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a provide Company with prompt written notice of the commencement thereof any Claim for which indemnification is sought under this Agreement. Indemnitor agrees, at its own expense, to provide attorneys reasonably acceptable to Institutions to defend against any such Claim. The Indemnitees shall cooperate with Indemnitor, at Indemnitor’s expense, in such defense and shall permit Indemnitor to conduct and control such defense and the indemnifying party shall have the right disposition of such Claim (including without limitation all decisions relative to participate inlitigation, andappeal, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesand settlement); provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) any Indemnitee shall have the right to CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. retain one separate its own counsel, with at the reasonable fees and expenses to be paid by the indemnifying partyexpense of Indemnitor, if representation of such indemnified party Indemnitee by the counsel retained by the indemnifying party Indemnitor would be inappropriate due to because of actual or potential differing differences in the interests between of such indemnified party Indemnitee and any other party represented by such counsel counsel; and provided, further that, in such proceedingevent, Institutions agree to use diligent efforts to select counsel, and to cause any other Indemnitees affiliated with their respective institutions to select counsel, that minimizes the number of counsel retained by all Indemnitees. The failure Indemnitor agrees to deliver written notice to the indemnifying party within a reasonable time keep counsel(s) for Indemnitees informed of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, progress in the defense and disposition of such Claim and to consult with Institutions with regard to any proposed settlement. Company shall not settle any Claim that has an adverse effect on the rights of any such claim Indemnitee hereunder that is not immaterial or litigation, shall, except with that admits any liability by or imposes any obligation on any Indemnitee without the prior written consent of each indemnified partysuch Indemnitee, which consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of be unreasonably withheld, conditioned or delayed. An Indemnitee may not settle any loss, claim, damage, liability or action if such settlement is effected Claim without the prior written consent of the indemnifying partyCompany, which consent shall not be unreasonably withheld, conditioned or delayed.

Procedures. Promptly after receipt by (a) If a Buyer Indemnified Party or Seller Indemnified Party that is entitled to seek indemnification under Section 7.3 (an indemnified party “Indemnified Party”) has a claim for indemnification under this Section 2.7 Article VII, other than a claim for indemnification that involves a Third Party Claim, it shall give written notice (a “Claim Notice”) to Seller or Buyer, as applicable (in each case, the “Indemnifying Party”), which notice shall describe in reasonable detail to the extent then known the nature of such claim and the factual basis and circumstances surrounding the same and set forth an estimate of the amount of Damages attributable to such claim. The Indemnifying Party shall, within 30 days after its receipt of a Claim Notice, notify the Indemnified Party in writing as to whether the Indemnifying Party admits or disputes the claim described in the Claim Notice. If the Indemnifying Party gives written notice that it admits the indemnification claim described in the Claim Notice, then the Indemnified Party shall be entitled to indemnification pursuant to the provisions of this Article VII, and subject to the limitations hereof, with respect to the estimated amount of Damages stated in the Claim Notice. If the Indemnifying Party notifies the Indemnified Party in writing that it disputes the claim for indemnification, or that it admits the entitlement of the Indemnified Party to indemnification under this Article VII with respect thereto but disputes the amount of the Damages in connection therewith, then in either of such cases the indemnification claim described in the Claim Notice shall be a disputed indemnification claim that must be resolved by settlement between the Indemnified Party and the Indemnifying Party or by proceedings commenced in an appropriate court of competent jurisdiction by either the Indemnifying Party or the Indemnified Party or by any other mutually agreeable method. (b) If an Indemnified Party receives notice of the assertion or commencement of any action claim, demand, action, suit or proceeding made or brought by any Person who or which is not a Party to this Agreement (including any governmental action), a “Third Party Claim”) against such indemnified party will, if a claim in Indemnified Party with respect thereof to which the Person against whom or which such indemnification is being sought is obligated to be made against any indemnifying party provide indemnification under this Section 2.7Agreement, deliver to the indemnifying party a Indemnified Party will give the Indemnifying Party prompt written notice thereof, but in any event not later than 10 Business Days after receipt of such written notice of such Third Party Claim (the commencement thereof “Third Party Claim Notice”). Such notice by the Indemnified Party will describe the Third Party Claim in reasonable detail, will include copies of all available material written evidence thereof, and will indicate the indemnifying party estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. Within 15 days after receipt of the Third Party Claim Notice, the Indemnifying Party shall have notify the Indemnified Party in writing that Indemnifying Party either (i) disputes the right of the Indemnified Party to participate in, and, indemnification under this Article VII with respect to the extent Third Party Claim or (ii) admits the indemnifying party so desiresright of the Indemnified Party to indemnification under this Article VII with respect to Damages arising in connection with the Third Party Claim. The failure of the Indemnifying Party to respond to the Indemnified Party within such 15-day period after receipt of a Third Party Claim Notice shall be deemed to constitute a response by the Indemnifying Party that it disputes the right of such Indemnified Party to indemnification under this Article VII with respect to that Third Party Claim. (c) If the Indemnifying Party admits in writing that the Indemnified Party is entitled to indemnification under this Article VII with respect to a Third Party Claim, jointly with any other indemnifying party similarly noticed, to assume then in such event (i) the defense thereof Indemnifying Party shall diligently defend the Third Party Claim with counsel mutually satisfactory to approved by the partiesIndemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) the Indemnifying Party shall not enter into any settlement of the Third Party Claim unless such settlement is approved in writing by the Indemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, that an indemnified party with respect to any claim related to Taxes, such claim shall be defended by the Person who has legal liability for the claim subject to the control of the Indemnifying Party and the approval rights of clause (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees ii). The costs and expenses to of such defense shall be paid payable by the indemnifying partyIndemnifying Party. If, if representation however, (i) the Indemnifying Party at any time fails to so conduct the defense of such indemnified party by the counsel retained by Third Party Claim or (ii) the indemnifying party Indemnified Party, (A) determines in good faith that there is a reasonable probability that a proceeding may adversely affect it other than as a result of monetary damages for which it would be inappropriate due entitled to actual full indemnification under this Agreement or potential differing interests between such indemnified party (B) upon consultation with counsel has reasonably determined in its good faith judgment that joint representation by counsel for the Indemnified Party and any other party represented by such counsel in such proceeding. The failure to deliver written the Indemnifying Party violates or would violate applicable ethical and professional rules, then the Indemnified Party (upon notice to the indemnifying party within a reasonable time of Indemnifying Party) may participate, together with counsel for the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyIndemnifying Party, in the defense defense, compromise or settlement of such Third Party Claims, and the reasonable costs and expenses of such participation shall be payable by the Indemnifying Party. (d) If the Indemnifying Party disputes in good faith the right of the Indemnified Party to indemnification under this Article VII with respect to the Third Party Claim described in a Third Party Claim Notice, then in such event (i) the Indemnified Party may defend the Third Party Claim with counsel of its choice; provided, however, that the Indemnified Party (x) shall diligently defend such Third Party Claim and (y) may not enter into a settlement thereof without obtaining approval of the Indemnifying Party (which approval shall not be unreasonable withheld, conditioned or delayed), unless the Indemnified Party will not be seeking indemnification for any amounts paid pursuant to such settlement thereof or for any other consequences (except to the extent such settlement would not prejudice the rights of the Indemnifying Party); and (ii) the amount of Damages incurred by the Indemnified Party in connection with such Third Party Claim shall be a disputed indemnification claim to be resolved by settlement between the Indemnifying Party and the Indemnified Party or by proceedings commenced in an appropriate court of competent jurisdiction by either the Indemnifying Party or the Indemnified Party or by any other mutually agreeable method. (e) A failure to give timely notice or to include any specified information in any notice as provided in Section 7.5(a) or 7.5(b) will not affect the rights or obligations of any such claim or litigation, shallParty hereunder, except with and only to the consent extent that, as a result of each indemnified partysuch failure, consent any Party that was entitled to entry receive such notice or information was deprived of its right to recover any judgment payment under its applicable insurance coverage or enter into any settlement which does not include was otherwise prejudiced as an unconditional term thereof the giving by the claimant or plaintiff to a result of such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyfailure.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 Indemnified Party of notice of the commencement of any action (including any governmental action)claim or suit for which indemnification may be available pursuant here to, such indemnified party willIndemnified Party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7Indemnifying Party hereunder, deliver to the indemnifying party Indemnifying Party a written notice of the commencement thereof and thereof; but the indemnifying party failure to so notify the Indemnifying Party will not relieve it of liability under this Article IX except to the extent the Indemnifying Party is prejudiced by such failure. The Indemnifying Party shall have the right to participate in, and, to the extent the indemnifying party Indemnifying Party so desires, jointly with any other indemnifying party similarly noticed, desires to assume control of the defense thereof with counsel mutually reasonably satisfactory to the partiesIndemnified Party; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) the Indemnified Party shall have the right to retain one separate counsel, its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for the Indemnified Party to be paid by the indemnifying party, if representation if, in the reasonable opinion of such indemnified party by the counsel retained by the indemnifying party Indemnifying Party, the representation by such counsel of the Indemnified Party and the Indemnifying Party would be inappropriate due to actual or potential differing interests between such indemnified party the Indemnified Party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to Indemnified Party shall cooperate fully with the indemnifying party within a reasonable time of the commencement of Indemnifying Party in connection with any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the negotiation or defense of any such action or claim by the Indemnifying Party and shall furnish to the Indemnifying Party all information reasonably available to Indemnified Party which relates to such action or claim. The Indemnifying Party shall keep the Indemnified Party reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No Indemnifying Party shall be liable for any settlement of any action, claim or litigation, proceeding effected without its prior written consent. No Indemnifying Party shall, except with without the prior written consent of each indemnified partythe Indemnified Party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party the Indemnified Party of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnity agreements contained in indemnification required by this Section 2.7 9.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent be made by periodic payments of the indemnifying partyamount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a) An Indemnified Person seeking indemnification hereunder shall give a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within Founders (a “Notice of Claim”) specifying (i) in reasonable time detail the nature and basis for a claim for indemnification pursuant to the relevant Acquisition Agreement(s), including the section(s) of the commencement relevant Acquisition Agreement(s) supporting its claim, and the facts and circumstances supporting its claim, and (ii) the dollar amount of the claim, or if such amount is unknown, a good faith reasonable estimate of the dollar amount of the claim. The Notice of Claim shall be provided to the Founders as soon as practicable after the Indemnified Person becomes aware that it has incurred or suffered any such actionLosses. Notwithstanding the foregoing but subject to the survival periods set forth in Section 3, if prejudicial any failure to its ability provide the Founders with a Notice of Claim, or any failure to defend such actionprovide a Notice of Claim in a timely manner as aforesaid, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of the Founders from any liability that it may have to the Indemnified Person pursuant to the terms of this Agreement except to the extent that the ability of the Founders to defend such claim is materially prejudiced by the Indemnified Person’s failure to give such Notice of Claim. If the Notice of Claim relates to a Third Party Claim, the procedures set forth in Section 5(b) below shall be applicable. If the Notice of Claim does not relate to a Third Party Claim, the Founders shall have thirty (30) days from the date of receipt of such Notice of Claim to object to any indemnified party otherwise than of the subject matter and any of the amounts of the Losses set forth in the Notice of Claim, as the case may be, by delivering written notice of objection thereof to the Indemnified Person (a “Notice of Objection”). (i) If the Founders fail to send a Notice of Objection within such thirty (30) day period, the Founders shall be deemed to have agreed to the Notice of Claim and shall be obligated to pay to the Indemnified Person the portion of the amount specified in the Notice of Claim. (ii) If the Founders send a timely Notice of Objection, the Founders and the Indemnified Person shall use their commercially reasonable efforts to settle (without an obligation to settle) such claim for indemnification. If the Founders and the Indemnified Person do not settle such dispute within thirty (30) days after the Indemnified Person’s receipt of the Founders’ notice of objection, the Founders and the Indemnified Person shall be entitled to seek enforcement of their respective rights under this Section 2.7. No indemnifying partyAgreement. (b) Upon receipt of a Notice of Claim for a claim made or alleged by any claimant other than an Indemnified Person (a “Third Party Claim”), the Founders shall have the right, upon written notice to the Indemnified Person, to assume and conduct, at the Founders’ sole expense, the defense of the Third Party Claim with counsel reasonably acceptable to the Indemnified Person; provided that (i) the Founders have sufficient financial resources, in the reasonable judgment of the Indemnified Person, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result, (ii) the Third Party Claim solely seeks (and continues to solely seek) monetary damages and does not relate to or otherwise arise in connection with any criminal or regulatory enforcement action or seek an injunction or other equitable relief against the Indemnified Person, (iii) in the reasonable judgment of the Indemnified Person, no conflict of interest arises that would prohibit a single counsel from representing both the Founders and the Indemnified Person in connection with the defense of such Third Party Claim, and (iv) the Indemnified Person has not determined, in good faith, that there is a reasonable possibility that such Third Party Claim may adversely affect it, its business relationships or any of its affiliates in any material respect other than as a result of monetary damages for which it would be entitled to indemnification hereunder. The Indemnified Person may thereafter participate in (but not control) the defense of any such claim Third Party Claim with its own counsel at its own expense; provided, however, that if (A) any of the conditions described in clauses (i)—(iv) above fails to occur or litigationceases to be satisfied, shallor (B) the Founders fail to take reasonable steps necessary to defend such Third Party Claim in the reasonable judgment of the Indemnified Person, except then the Indemnified Person may assume and control its own defense using counsel of its own choosing. If the Founders elect not to defend the Indemnified Person with respect to such Third Party Claim, or fails to notify the Indemnified Person of such election within thirty (30) calendar days after receipt of the Notice of Claim, the Indemnified Person shall have the right, at its option, to assume and control defense of the matter in such manner as it may deem reasonably appropriate. The Founders, if they have assumed the defense of any Third Party Claim as provided in this Agreement, may not, without the prior written consent of each indemnified partythe Indemnified Person, consent to a settlement of, or the entry of any judgment or enter into arising from, any settlement which such Third Party Claim that (1) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party the Indemnified Person of a complete release from all liability in respect of such Third Party Claim, (2) grants any injunctive or equitable relief or (3) may reasonably be expected to such claim have a material adverse effect on the Indemnified Person or litigationany business thereof. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement Indemnified Person, if it has assumed the defense of any lossThird Party Claim, claimmay, damage, liability or action if such settlement is effected without the prior written consent of the indemnifying partyFounders, consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim; provided, that any such settlement shall not be determinative of the Founders’ indemnification obligations hereunder; provided further that such Third Party Claim settlement does not grant any injunctive or equitable relief. Each of the Parties shall and shall cause their affiliates (and their respective officers, directors, employees, consultants and agents) to, make available to the other(s) all relevant information in his or its possession relating to any such Third Party Claim which is being defended by the other Party and shall otherwise reasonably cooperate in the defense thereof. The party controlling the defense of such Third Party Claim shall keep the non-controlling party advised of the status of such Third Party Claim and the defense thereof and shall consider in good faith the recommendations made by the non-controlling party with respect thereto.

Procedures. Promptly Any Indemnified Party shall notify the Indemnifying Party (with reasonable specificity) promptly after receipt by an indemnified party it becomes aware of facts supporting a claim or action for indemnification under this Article VIII, and shall provide to the Indemnifying Party as soon as practicable thereafter all information and documentation in its possession reasonably necessary to support and verify any Losses associated with such claim or action. Subject to Section 2.7 of notice of the commencement of any action (including any governmental action8.2(v), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to so notify the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it the Indemnifying Party of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyIndemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party's failure to give such notice, in which case the defense Indemnifying Party shall be relieved from its obligations hereunder to the extent and only to the extent of such material prejudice. The Indemnifying Party shall defend, contest or otherwise protect the Indemnified Party against any such claim or litigationaction by counsel of the Indemnifying Party's choice at its sole cost and expense; provided, shallhowever, except with that the consent of each indemnified party, consent to entry of any judgment or enter into Indemnifying Party shall not make any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected compromise without the prior written consent of the indemnifying partyIndemnified Party (which consent shall not be unreasonably withheld or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnified Party's choice and shall in any event use its reasonable best efforts to cooperate with and assist the Indemnifying Party. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and the Indemnified Party shall be entitled to recover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding.

Procedures. Promptly after the receipt by an indemnified party any Person seeking indemnification under this Section 2.7 Article XX (the “Indemnified Party”) of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the indemnifying party Indemnified Party shall have give written notice (the right to participate in, and, “Indemnification Notice”) to the extent Party from which indemnification is sought (the indemnifying party so desires“Indemnifying Party”), jointly and shall thereafter keep the Indemnifying Party reasonably informed with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesrespect thereto; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall have not relieve the right Indemnifying Party of any of its obligations hereunder, except to retain one separate counsel, with the reasonable fees and expenses to be paid by extent that the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented Indemnifying Party is materially prejudiced by such counsel in such proceedingfailure. The failure Indemnifying Party shall be entitled to deliver assume the defense of any Third Party Claim by written notice to the indemnifying party Indemnified Party of such intention given within a reasonable time thirty (30) days after the receipt by the Indemnifying Party of the commencement of any such actionIndemnification Notice; provided, if prejudicial to its ability to defend such actionhowever, that counsel selected by the Indemnifying Party shall relieve such indemnifying party of any liability be reasonably satisfactory to the indemnified party under this Section 2.7, but Indemnified Party. The Indemnifying Party shall be liable for the omission so to deliver written notice to fees and expenses of counsel employed by the indemnifying party will Indemnified Party for any period during which the Indemnifying Party has not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such claim Third Party Claim as provided above). If the Indemnifying Party shall assume the defense of the Third Party Claim, then the Indemnifying Party shall not compromise or litigation, shall, except with settle such Third Party Claim without the prior written consent of each indemnified partythe Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to entry of any judgment or enter into any settlement which that (a) does not include include, as an unconditional term thereof thereof, the giving by the claimant or the plaintiff to such indemnified party of a release of the Indemnified Party from all liability in with respect to such claim Third Party Claim or litigation(b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. The indemnity agreements contained As long as the Indemnifying Party is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Indemnifying Party of the defense of any Third Party Claim as provided in this Section 2.7 20.4, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that the Indemnifying Party controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Indemnifying Party and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of the Indemnifying Party; provided that the Indemnifying Party shall not apply be obligated to amounts paid in settlement pay the expenses of any lossmore than one separate counsel for all Indemnified Parties, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partytaken together.

Procedures. Promptly after receipt by an indemnified party The obligations and liabilities of the parties with respect to Claims subject to indemnification under this Section 2.7 of notice of the commencement of any action 11 (including any governmental action), such indemnified party will, if a claim in respect thereof is to “Indemnified Claims”) will be made against any indemnifying party under this Section 2.7, deliver subject to the indemnifying following terms and conditions: 11.3.1 The party claiming a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party indemnification hereunder (together with all other indemnified parties which may be represented without conflict by one counsel“Indemnified Person”) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver will give prompt written notice to the indemnifying party within a reasonable time of the commencement (“Indemnifying Person”) of any such actionIndemnified Claim, if prejudicial to stating its ability to defend such actionnature, shall relieve such indemnifying party of any liability basis and amount, to the indemnified party under this Section 2.7extent known. Each such notice will be accompanied by copies of all relevant documentation, but the omission so to deliver written notice to the indemnifying party will not relieve it of including any liability summons, complaint or other pleading that it may have been served or any written demand or other document. 11.3.2 With respect to any indemnified party otherwise than under Indemnified Claim: (a) the Indemnifying Person will defend or settle the Indemnified Claim, subject to provisions of this Section 2.7. No indemnifying partysubsection, (b) the Indemnified Person will, at the Indemnifying Person’s sole cost and expense, cooperate in the defense by providing access to witnesses and evidence available to it, (c) the Indemnified Person will have the right to participate in any defense at its own cost and expense to the extent that, in its judgment, the Indemnified Person may otherwise be prejudiced thereby, (d) the Indemnified Person will not settle, offer to settle or admit liability in any Indemnified Claim without the written consent of an officer of the Indemnifying Person, and (e) the Indemnifying Person will not settle, offer to settle or admit liability as to any Indemnified Claim in which it controls the defense if such settlement, offer or admission contains any admission of fault or guilt on the part of the Indemnified Person, or would impose any liability or other restriction or encumbrance on the Indemnified Person, without the written consent of an officer of the Indemnified Person. 11.3.3 Each party will cooperate with, and comply with all reasonable requests of, each other party and act in a reasonable and good faith manner to minimize the scope of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyIndemnified Claim.

Procedures. Promptly after upon receipt by an a party indemnified party under ---------- this Section 2.7 5 of notice of the commencement of any action (including any governmental action), against such indemnified party will, if a claim in respect thereof is to of which indemnity or reimbursement may be made sought against any indemnifying party under this Section 2.75, deliver to such indemnified party shall notify the indemnifying party a written notice in writing of the commencement thereof and of such action, but the failure so to notify the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that which it may have to any indemnified party otherwise than under this Section 2.75 unless such failure shall materially adversely affect the defense of such action. In case notice of commencement of any such action shall be given to the indemnifying party as above provided, the indemnifying party shall be entitled to participate in and, to the extent it may wish, jointly with any other indemnifying party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and satisfactory to such indemnified party. The indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the indemnified party unless (a) the indemnifying party agrees to pay the same, (b) the indemnifying party fails to assume the defense of such action with counsel satisfactory to the indemnified party or (c) the named parties to any such action (including any impleaded parties) have been advised by such counsel that representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate under applicable standards of professional conduct (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party). No indemnifying party, in the defense of party shall be liable for any such claim or litigation, settlement effected without its written consent. No indemnifying party shall, except with without the prior written consent of each the indemnified party, consent to entry effect any settlement of any judgment pending or enter into threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement which does not include as includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release from all liability in respect to on claims that are the subject matter of such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyproceeding.

Procedures. Promptly Any Indemnified Party shall notify the Indemnifying Party (with reasonable detail) promptly after receipt by an indemnified party it becomes aware of facts supporting a claim or action for which indemnification is provided under this Article IX, and shall provide to the Indemnifying Party as soon as practicable thereafter all reasonably available information and documentation necessary to support and verify any Losses associated with such claim or action. Subject to Section 2.7 of notice of the commencement of any action (including any governmental action9.2(c)(v), such indemnified party will, if a claim in respect thereof is the failure to be made against any indemnifying party under this Section 2.7, deliver so notify or provide information to the indemnifying party a written notice of the commencement thereof and the indemnifying party Indemnifying Party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it the Indemnifying Party of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyIndemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to give such notice, in which case the defense Indemnifying Party shall be relieved from its obligations hereunder to the extent of such material prejudice. The Indemnifying Party shall participate in and defend, contest or otherwise protect the Indemnified Party against any such claim or litigationaction by counsel of the Indemnifying Party’s choice at its sole cost and expense; provided, shallhowever, except with that the Indemnifying Party shall not make any settlement or compromise without the prior written consent of each indemnified partythe Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, consent to entry there is no admission or statement of any judgment fault or enter into any settlement which does not include as culpability on the part of the Indemnified Party and there is an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a release Indemnified Party from all liability in respect to on any claims that are the subject of such claim or litigationaction. The indemnity agreements contained Indemnified Party shall use commercially reasonable efforts upon the reasonable request of the Indemnifying Party to cooperate with and assist the Indemnifying Party in this Section 2.7 shall not apply to amounts paid in settlement of defending, contesting, or otherwise protecting the Indemnified Party against any losssuit, action, investigation, claim, damageor proceeding in connection with which a claim for indemnification is made. The Indemnified Party shall have the right, liability or action if such settlement is effected without but not the consent obligation, to participate at its own expense in the defense thereof by counsel of the indemnifying partyIndemnified Party’s choice; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate counsel for the Indemnified Party if (a) the Indemnifying Party has agreed to pay such fees and expenses, or (b) counsel for the Indemnifying Party reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and the Indemnified Party shall be entitled to recover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding.

Procedures. Promptly (i) If the Company proposes to undertake an issuance of Pre- emptive Securities after receipt by the Closing Date, the Company shall give each Pre- emptive Right Holder written notice (an indemnified party under this “Issuance Notice”) of such intention prior to such proposed issuance, which notice shall include: (A) the type and class or series of Pre-emptive Securities; (B) the number of such Pre-emptive Securities to be issued; (C) the per share price of such Pre-emptive Securities; (D) if applicable, such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 2.7 of notice 4.4(a)(i); (E) if applicable, the identity of the commencement of any action prospective transferee; and (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to F) the indemnifying party a written notice of the commencement thereof other material terms and the indemnifying party conditions upon which the (ii) Each Pre-emptive Right Holder shall have the right (the “Pre- emptive Right”) to participate in, and, subscribe up to such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 4.4(a)(i) at the price per share and upon the other terms and conditions specified in the Issuance Notice and shall have ten (10) Business Days after the Issuance Notice is received (the “Pre-emptive Period”) to exercise its Pre-emptive Right by giving written notice (a “Pre-emptive Acceptance Notice”) to the extent Company and stating therein the indemnifying party so desiresquantity of Pre-emptive Securities to be subscribed. (iii) If, jointly with at the expiration date of the Pre-emptive Period, any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory Pre- emptive Right Holder has not exercised its Pre-emptive Right by giving a Pre- emptive Acceptance Notice to the parties; providedCompany, however, that an indemnified party (together with such holder shall be deemed to have waived all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party rights under this Section 2.74.4 with respect to, but and only with respect to, the omission so proposed issuance specified in such Issuance Notice. (iv) In the event that any Pre-emptive Right Holder delivers a Pre- emptive Acceptance Notice during the Pre-emptive Period, then the closing of such issuance of Pre-emptive Securities shall take place within fifteen (15) Business Days after the later to deliver written notice occur of (A) the expiry of the Pre-emptive Period, and (B) the receipt of all regulatory approvals required for such issuance. Upon such closing, the Company shall (1) allot and issue the applicable Pre-emptive Securities to each Pre-emptive Right Holder exercising the indemnifying party will not relieve it of any liability that it may have Pre-emptive Rights pursuant to any indemnified party otherwise than under this Section 2.7. No indemnifying party4.4, (2) if applicable, enter each such Pre-emptive Right Holder’s name in the register of members to reflect it as the owner of such Pre-emptive Securities (and within one (1) Business Day thereafter deliver a certified true copy thereof to such Pre-emptive Right Holder), and (3) if such Pre-emptive Securities are represented by certificates, issue and deliver certificates representing such Pre-emptive Securities to such Pre-emptive Right Holder, in each case against payment by such Pre-emptive Right Holder of the defense of any subscription price for such claim or litigation, shall, except Pre-emptive Securities in accordance with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof terms and conditions specified in the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyIssuance Notice.

Procedures. Promptly (i) If the Company proposes to undertake an issuance of Pre-emptive Securities after receipt by the Closing Date, the Company shall give each Pre-emptive Right Holder written notice (an indemnified party under this “Issuance Notice”) of such intention prior to such proposed issuance, which notice shall include: (A) the type and class or series of Pre-emptive Securities; (B) the number of such Pre-emptive Securities to be issued; (C) the per share price of such Pre-emptive Securities; (D) if applicable, such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 2.7 of notice 4.4(a)(i); (E) if applicable, the identity of the commencement of any action prospective transferee; and (including any governmental action), F) the other material terms and conditions upon which the Company proposes to issue such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party Pre-emptive Securities. (ii) Each Pre-emptive Right Holder shall have the right (the “Pre-emptive Right”) to participate in, and, subscribe up to such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 4.4(a)(i) at the price per share and upon the other terms and conditions specified in the Issuance Notice and shall have ten (10) Business Days after the Issuance Notice is received (the “Pre-emptive Period”) to exercise its Pre-emptive Right by giving written notice (a “Pre-emptive Acceptance Notice”) to the extent Company and stating therein the indemnifying party so desiresquantity of Pre-emptive Securities to be subscribed. (iii) If, jointly with at the expiration date of the Pre-emptive Period, any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory Pre-emptive Right Holder has not exercised its Pre-emptive Right by giving a Pre-emptive Acceptance Notice to the parties; providedCompany, however, that an indemnified party (together with such holder shall be deemed to have waived all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party rights under this Section 2.74.4 with respect to, but and only with respect to, the omission so proposed issuance specified in such Issuance Notice. (iv) In the event that any Pre-emptive Right Holder delivers a Pre-emptive Acceptance Notice during the Pre-emptive Period, then the closing of such issuance of Pre-emptive Securities shall take place within fifteen (15) Business Days after the later to deliver written notice occur of (A) the expiry of the Pre-emptive Period, and (B) the receipt of all regulatory approvals required for such issuance. Upon such closing, the Company shall (1) allot and issue the applicable Pre-emptive Securities to each Pre-emptive Right Holder exercising the indemnifying party will not relieve it of any liability that it may have Pre-emptive Rights pursuant to any indemnified party otherwise than under this Section 2.7. No indemnifying party4.4, (2) if applicable, enter each such Pre-emptive Right Holder’s name in the register of members to reflect it as the owner of such Pre-emptive Securities (and within one (1) Business Day thereafter deliver a certified true copy thereof to such Pre-emptive Right Holder), and (3) if such Pre-emptive Securities are represented by certificates, issue and deliver certificates representing such Pre-emptive Securities to such Pre-emptive Right Holder, in each case against payment by such Pre-emptive Right Holder of the defense of any subscription price for such claim or litigation, shall, except Pre-emptive Securities in accordance with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof terms and conditions specified in the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyIssuance Notice.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 1.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.71.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.71.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.71.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 1.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party, such consent not to be unreasonably withheld.

Procedures. Promptly after receipt If any proceedings are instituted or any claim or demand is asserted by an any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party under this Section 2.7 of shall promptly cause written notice (the "Notice") of the commencement assertion of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is or demand to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice party; provided, however, that the failure of the commencement thereof indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right to participate inright, andat its option and expense, to the extent defend against, negotiate, or settle any such claim or demand, and if the indemnifying party so desiresexercises that option, jointly with any other the indemnifying party similarly noticed, to assume shall not be liable for the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by incurred after the indemnifying party, if representation of such indemnified party by the counsel retained by date the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to notifies the indemnified party under this Section 2.7, but of such exercise by a counsel employed by the omission so to deliver written notice to the indemnified party. An indemnifying party will may not relieve it settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of any liability that it may have to any the indemnified party otherwise unless such settlement requires no more than under this Section 2.7a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. No An indemnifying party, in the defense party shall not be liable for any settlement of any such claim or litigationdemand effected without its prior written consent (which consent shall not be unreasonably withheld, shall, except with conditioned or delayed). In the consent of each indemnified party, consent event that the indemnifying party shall fail to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof respond within ten (10) days after the giving by of the claimant or plaintiff to such Notice, then the indemnified party of a release from all liability may retain counsel and conduct the defense thereof as it may, in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any lossits sole discretion, claimdeem proper, damage, liability or action if such settlement is effected without at the consent sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. Promptly after receipt by an indemnified party Any Indemnified Party seeking indemnification under this Section 2.7 Article IV shall give written notice (a “Claim Notice”) to its corresponding Indemnifying Party. The Claim Notice shall include a description in reasonable detail of notice (a) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (b) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the commencement Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 4.1 or Section 4.2, as the case may be (including any governmental actiona “Third Party Claim”), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to Indemnified Party shall give the indemnifying party a applicable Indemnifying Party written notice within ten (10) days of receiving written notice of such Third Party Claim. If such Indemnified Party fails to provide each such notice with respect to Third Party Claim within such time period, the commencement thereof and applicable Indemnifying Party will not be obligated to indemnify such Indemnified Party with respect to such Third Party Claim to the indemnifying party extent that the applicable Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify such Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, (i) the Indemnified Party shall have the right to participate inin such defense and to engage separate counsel of its own choosing at its own cost and expense and (ii) the Indemnifying Party shall not agree to any compromise or settlement to which such Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, and, to conditioned or delayed) unless such settlement or compromise includes only the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties payment of monetary damages which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by such Indemnifying Party (subject to the indemnifying party, if representation limitations herein) and includes a release of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release Indemnified Party from all liability in respect of such Third Party Claim. If requested by the Indemnifying Party, such Indemnified Party will, at the cost and expense of such Indemnifying Party (which cost and expense shall be deemed Indemnifiable Losses for purposes of applying the applicable Indemnity Cap), provide reasonable cooperation to the Indemnifying Party in defending such claim or litigationThird Party Claim. The indemnity agreements contained in this Section 2.7 If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not apply agree to amounts paid any compromise or settlement to which the Indemnifying Party has not consented in settlement of any losswriting (which consent shall not be unreasonably withheld, claim, damage, liability conditioned or action if such settlement is effected without the consent of the indemnifying partydelayed).

Procedures. Promptly Each time PubCo delivers an applicable Schedule to the TRA Holder Representatives under this Agreement, including any Amended Schedule, PubCo shall also: (x) deliver supporting schedules and work papers reasonably requested by a TRA Holder Representative that are reasonably necessary in order to understand the calculations that were relevant for purposes of preparing the Schedule; and (y) allow the TRA Holder Representatives and their advisors to have reasonable access to the appropriate representatives, as determined by PubCo or as reasonably requested by a TRA Holder Representative, at PubCo in connection with a review of such Schedule. Without limiting the generality of the preceding sentence, PubCo shall ensure that any Tax Benefit Schedule that is delivered to the TRA Holder Representatives provides a reasonably detailed presentation of the calculation of the Actual Tax Liability (the “with” calculation) and the Hypothetical Tax Liability of the Corporation (the “without” calculation), and identifies any material assumptions or operating procedures or principles that were used for purposes of such calculations. An applicable Schedule or amendment thereto shall become final and binding on the Parties thirty (30) calendar days from the date on which the TRA Holder Representatives first received the applicable Schedule or amendment thereto unless any TRA Holder Representative: (i) within thirty (30) calendar days after receiving the applicable Schedule or amendment thereto, provides PubCo with written notice of a material objection to such Schedule that is made in good faith and that sets forth in reasonable detail the TRA Holder Representative’s material objection (an “Objection Notice”) or (ii) provides a written waiver of its right to deliver an Objection Notice within the time period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver from the TRA Holder Representatives is received by PubCo. If PubCo and the relevant TRA Holder Representative, for any reason, are unable to successfully resolve the issues raised in the Objection Notice within thirty (30) calendar days after receipt by an indemnified party under this Section 2.7 of notice PubCo of the commencement of any action (including any governmental action)Objection Notice, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof PubCo and the indemnifying party relevant TRA Holder Representative shall have employ the right to participate in, and, to reconciliation procedures as described in Section 7.9 of this Agreement (the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party“Reconciliation Procedures”).

Procedures. Promptly after receipt (a) A Person making a claim for indemnity under Section 8.02 is hereinafter referred to as an "Indemnified Party" and the party against whom such claim is asserted is hereinafter referred to as the "Indemnifying Party." All claims by an indemnified any Indemnified Party under Section 8.02 hereof shall be asserted and resolved in accordance with the following provisions. (b) In the event, from time to time, any Indemnified Party determines that it has suffered a loss for which indemnification is available pursuant to this Agreement, other than as a result of a third-party under this Section 2.7 of notice of the commencement of claim (any action (including any governmental actionsuch non-third-party claim, a “Loss”), such indemnified party will, if a claim in respect thereof is to the following procedure shall be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a followed: (i) The Indemnified Party shall give written notice of any such claim (a “Loss Notice”) to the commencement thereof Indemnifying Party specifying in reasonable detail the amount of the claimed Loss (the “Loss Amount”), the basis for such Loss and, in the case of a Loss suffered by the Buyer, whether (at its sole option) the Buyer intends to offset the amount of its Loss against payments of cash or stock to become due the Seller pursuant to this Agreement. (ii) Within twenty (20) days after delivery of a Loss Notice, the Indemnifying Party shall provide to the Indemnified Party, a written response (a “Response Notice”) in which the Indemnifying Party (i) agrees that it is responsible to indemnify the Indemnified Party for the Loss Amount and, in the case of a claim for indemnification made by the Buyer for which it has elected to offset against payments of cash or stock, whether the Indemnifying Party agrees that an offset in the full Loss Amount may be made as elected by the Buyer or (ii) rejecting the indemnification claim because it does not constitute a Loss for which the Indemnified Party is entitled to indemnification under this Agreement. If no Response Notice is delivered by the Indemnifying Party within such twenty (20) day period, the Indemnifying Party shall be deemed to have agreed that it is obligated for the entire Loss Amount. (iii) If the Indemnifying Party is the Seller and the indemnifying Members, if the Indemnifying Parties agree (or are deemed to have agreed pursuant to clause (ii) above) that they are responsible for the Loss Amount, an offset may be made in an amount equal to the Loss Amount. (iv) If the Indemnifying Party in the Response Notice contests its or their obligation to pay the Loss Amount, the parties shall negotiate in good faith to resolve any such dispute. If any such dispute cannot be resolved within thirty (30) days after the receipt by the Indemnified Party of the Response Notice, the Parties shall submit the matter to the American Arbitration Association (“AAA”) for binding arbitration to be conducted in Rochester, NY, in accordance with the AAA commercial arbitration rules in effect at the time such matter is submitted. If any such matter is submitted to the AAA as provided herein, (A) each of the Parties will furnish to AAA such workpapers and other documents and information as AAA may request and will be afforded the opportunity to present to AAA any material relevant to the matter, (B) the determination by AAA, as set forth in a notice delivered to the Parties, will be binding and conclusive on all parties. (v) In connection with any such commercial arbitration, the following rules also shall apply: (A) any party shall have the right to participate inhave counsel represent such party at the arbitration hearing and in pre-arbitration proceedings; (B) all parties shall be permitted to conduct discovery in accordance with the Federal Rules of Civil Procedure; (C) the arbitrator(s) shall have the authority to resolve any discovery disputes and to invoke an action to cease further discovery; (D) each party to any arbitration proceeding shall have the right to a written transcript made of the arbitration proceedings; (E) each party shall have the right to file post-arbitration briefs, andwhich shall be considered by the arbitrator(s); and (F) each party shall bear its own costs and expenses and attorney’s fees in connection with such arbitration. (vi) The exercise of any right of offset by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute a breach of this Agreement. Neither the exercise of nor the failure to exercise such right of offset or reimbursement will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies available to Buyer except as otherwise expressly set forth in this Agreement. (vii) For purposes of satisfying the indemnification obligations under this Section 8.03(b), the value of each share of Stock shall be equal to the extent closing price of the indemnifying Buyer’s Common Stock on the trading day immediately preceding the date upon which such indemnification obligations are satisfied. (c) If any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from such Indemnified Party by a third party so desires(an “Indemnifiable Third Party Claim”), jointly such Indemnified Party shall with any other indemnifying party similarly noticed, to assume reasonable promptness notify in writing the defense thereof Indemnifying Party of such claim or demand stating with counsel mutually satisfactory to reasonable specificity the partiescircumstances of the Indemnified Party's claim for indemnification; provided, however, that an indemnified party (together with all other indemnified parties which may be represented any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced or to the extent that any applicable period set forth in Section 8.01 has expired without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid such notice being given. After receipt by the indemnifying party, if representation Indemnifying Party of such indemnified party by notice, then upon reasonable notice from the counsel retained by Indemnifying Party to the indemnifying party would be inappropriate due to actual Indemnified Party, or potential differing interests between such indemnified party upon the request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any other party represented by such counsel in such proceeding. The failure to deliver written proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party's notice to the indemnifying party within a reasonable time Indemnifying Party as set forth above if such claim is an Indemnifiable Third Party Claim, and shall take all actions necessary, including the posting of such bond or other security as may be required by any Governmental Authority, so as to enable the Indemnifiable Third Party Claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the commencement of Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (i) take such action as the Indemnifying Party may reasonably request in connection with such action, (ii) allow the Indemnifying Party to dispute such action in the name of the Indemnified Party and to conduct a defense to such action on behalf of the Indemnified Party, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability or (iii) render to the indemnified party under this Section 2.7, but Indemnifying Party all such assistance as the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it Indemnifying Party may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, reasonably request in the defense of any connection with such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partydispute and defense.

Procedures. (a) Promptly after receipt by an indemnified party under this Section 2.7 Indemnified Party of written notice of the commencement of any investigation, claim, proceeding or other action in respect of which indemnity may be sought from the Indemnifying Party (including any governmental an “action”), such indemnified party will, if a claim the Indemnified Party shall notify the Indemnifying Party in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice writing of the commencement of such action; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it may otherwise have to such Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced or forfeits substantive rights or defenses as a result of such failure. In connection with any action in which the Indemnifying Party and any Indemnified Party are parties, the Indemnifying Party shall be entitled to participate therein, and may assume the defense thereof by so notifying the Indemnified Party and agreeing in writing to defend the indemnifying party action with counsel reasonably satisfactory to the Indemnified Party and to be responsible for any judgments or settlements resulting therefrom. If the Indemnifying Party advises the Indemnified Party in writing that it is assuming the defense of such action and responsibility for any judgments or settlements resulting therefrom, notwithstanding the assumption of the defense of any such action by the Indemnifying Party, each Indemnified Party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one employ separate counsel, with the reasonable fees at its own expense, and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, participate in the defense of such action. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld), settle or compromise any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a release Indemnified Party from all liability in liabilities with respect to such claim. As long as the Indemnifying Party is meeting its obligations under this Article IX, the Indemnified parties shall not have the right to settle or compromise any claim including consenting to the entry of any judgment. Each Indemnified Party will be entitled to receive indemnification payments from the Indemnifying Party pursuant to the provisions of Section 9.2 in respect of Damages incurred by such party as and when incurred by such Indemnified Party upon delivery of a notice of such claim from the Indemnified Party to the Indemnifying Party. (b) In the event an Indemnified Party should have a claim for indemnification that does not involve a claim or litigationdemand being asserted by a third party, the Indemnified Party shall promptly send notice of such claim to the party from which indemnification is sought. The indemnity agreements contained If the Indemnifying Party does not dispute such claim within fifteen (15) days, the Indemnifying Party shall pay such claim in this Section 2.7 shall not apply to amounts paid in settlement of any loss, full within fifteen (15) days. If the Indemnifying Party disputes such claim, damage, liability or action if such settlement is effected without the consent dispute shall be resolved by agreement of the indemnifying partyparties or in accordance with Section 10.11.

Procedures. Promptly (i) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person (other than another party to this Agreement or an Affiliate of such other party) against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by an indemnified party such Indemnified Party of written notice of the Third Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 2.7 Article 8 except to the extent that the Indemnifying Party is prejudiced by such failure. (ii) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticedThird Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel mutually selected by the Indemnifying Party and reasonably satisfactory to the parties; providedIndemnified Party. If the Indemnifying Party assumes the defense of such Third Party Claim, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) the Indemnified Party shall have the right to retain one employ separate counselcounsel and to participate in but not control the defense thereof, with and the reasonable fees and expenses of such counsel shall be at the sole expense of the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent. (iii) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be paid by collected from such Indemnified Party, the indemnifying party, if representation Indemnified Party shall deliver notice of such indemnified party by claim promptly to the counsel retained by Indemnifying Party, describing in reasonable detail the indemnifying party would be inappropriate due facts giving rise to actual any claim for indemnification hereunder, the amount or potential differing interests between method of computation of the amount of such indemnified party claim (if known) and any such other party represented by such counsel in such proceedinginformation with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver written notice provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 8 except to the indemnifying party within a reasonable time of extent that the commencement Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such actionmatters. Such assistance and cooperation shall include providing reasonable access to and copies of information, if prejudicial records and documents relating to its ability such matters, furnishing employees to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, assist in the investigation, defense and resolution of any such claim or litigation, shall, except matters and providing reasonable legal and business assistance with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partymatters.

Procedures. Promptly after receipt (a) Any Person seeking indemnification under Section 6.2 (the "Indemnified Party") agrees to give prompt written notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim that does not involve a Third Party Claim, which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party disputes such claim and such dispute is not resolved by the parties, such dispute shall be resolved in accordance with Section 7.9. (b) If an indemnified party Indemnified Party is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under this Section, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such Third Party Claim), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that any failure to timely give such notice shall not relieve the Indemnifying Party of any of its obligations under this Section 2.7 of notice 6 except to the extent that such failure prejudices or impairs, in any material respect, any of the commencement rights or obligations of any action the Indemnifying Party. (including any governmental action)c) Any Indemnifying Party may, such indemnified party willand at the request of the Indemnified Party shall, if a claim participate in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the indemnifying party a written notice of the commencement thereof and the indemnifying party Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate inin the defense thereof, andbut the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, to (ii) the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, Indemnifying Party failed to assume the defense thereof with and employ counsel mutually satisfactory or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the parties; providedIndemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, howeverthe Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the person or entity asserting the Third Party Claim or any cross-complaint against any person or entity, in each case only if and to the extent that an indemnified party (together with all other indemnified parties any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be represented without conflict by one counsel) shall have sought hereunder, provided that the right to retain one separate counsel, with Indemnifying Party will give the Indemnified Party reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver prior written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability proposed settlement or compromise and will not consent to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which does shall not include as an unconditional term thereof be unreasonably withheld. The Indemnifying Party (if the giving by Indemnified Party is entitled to indemnification hereunder) shall reimburse the claimant or plaintiff to such indemnified party Indemnified Party for its reasonable out of a release from all liability in pocket costs incurred with respect to such claim cooperation. (d) If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of subparagraph (c), or litigationif the Indemnifying Party assumes the defense of the Indemnified Party pursuant to subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The indemnity agreements contained in Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (e) Notwithstanding the other provisions of this Section 2.7 6.3, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 6.3 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not apply be required to amounts bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 6.3 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. (f) After it has been determined, by acknowledgment, agreement, or ruling of court of law, that an Indemnifying Party is liable to the Indemnified Party under this Section 6, the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party. (g) In the event a Third Party Claim is brought in settlement which the liability as between the Partnership and the Contributor is alleged to be joint (it being agreed that any Third Party Claim related to a Pre-Closing Contingent Liability shall be deemed joint) or in which the entitlement to indemnification under this Section 6 has not been determined, the Partnership and the Contributor shall cooperate in the joint defense of such Third Party Claim and shall offer to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any losssuch matter. Such joint defense shall be under the general management and supervision of the party which is expected to bear the greater share of the liability, claimunless otherwise agreed; provided, damagehowever, liability that neither party shall settle or action if compromise any such settlement is effected joint defense matter without the consent of the indemnifying partyother, which consent shall not be unreasonably withheld or delayed. Any uninsured costs of such joint defense shall be borne as the parties may agree, provided, however, that in the absence of such agreement, the defense costs shall be borne by the party incurring such costs; provided, further, that, if it is determined that one party was entitled to indemnification under this Section 6, the other party shall reimburse the party entitled to indemnification for all of its costs incurred in connection with such defense.

Procedures. Promptly (i) If the Company proposes to undertake an issuance of Pre-emptive Securities after receipt by the Closing Date, the Company shall give each Pre-emptive Right Holder written notice (an indemnified party under this “Issuance Notice”) of such intention no later than twenty (20) Business Days prior to such proposed issuance, which notice shall include: (A) the type and class or series of Pre-emptive Securities; (B) the number of such Pre-emptive Securities to be issued; (C) the per share price of such Pre-emptive Securities; (D) such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 2.7 of notice 5.15(a)(i); (E) if applicable, the identity of the commencement of any action prospective transferee; and (including any governmental action), F) the other material terms and conditions upon which the Company proposes to issue such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party Pre-emptive Securities. (ii) Each Pre-emptive Right Holder shall have the right (the “Pre-emptive Right”) to participate in, and, subscribe for or purchase up to its Pro Rata Share of such Pre-emptive Securities at the price per share and upon the other terms and conditions specified in the Issuance Notice and shall have ten (10) Business Days after the Issuance Notice is received (the “Pre-emptive Period”) to exercise its Pre-emptive Right by giving written notice (a “Pre-emptive Acceptance Notice”) to the extent Company and stating therein the indemnifying party so desiresquantity of Pre-emptive Securities to be subscribed for. (iii) If, jointly with at the expiration date of the Pre-Emptive Period, any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory Pre-emptive Right Holder has not exercised its Pre-emptive Right by giving an Pre-Emptive Acceptance Notice to the parties; providedCompany, however, that an indemnified party (together with such holder shall be deemed to have waived all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party rights under this Section 2.75.15 with respect to, but and only with respect to, the omission so proposed issuance specified in such Issuance Notice. (iv) In the event that any Pre-emptive Right Holder delivers a Pre-emptive Acceptance Notice during the Pre-emptive Period, then the closing of the issuance of Pre-emptive Securities to deliver written notice such Pre-emptive Right Holder pursuant to the indemnifying party will not relieve it Pre-emptive Acceptance Notice shall take place within five (5) Business Days after the later to occur of any liability that it may have (A) the expiry of the Pre-emptive Period and (B) the receipt of all regulatory approvals required for such issuance. Upon such closing and subject to any indemnified party otherwise than under the contractual obligations of the Company existing as of the date of this Agreement, the Company shall (x) allot and issue the applicable Pre-emptive Securities to each Pre-emptive Right Holder exercising the Pre-emptive Rights pursuant to this Section 2.7. No indemnifying party5.15, (y) enter each such Pre-emptive Right Holder’s name in the register of members to reflect it as the owner of such Pre-emptive Securities (and within one (1) Business Day thereafter deliver a certified true copy thereof to such Pre-emptive Right Holder), and (z) if such Pre-emptive Securities are represented by certificates, issue and deliver certificates representing such Pre-emptive Securities to such Pre-emptive Right Holder, in each case against payment by such Pre-emptive Right Holder of the defense of any subscription price for such claim or litigation, shall, except Pre-emptive Securities in accordance with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof terms and conditions specified in the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyIssuance Notice.

Procedures. Promptly after receipt by If (i) any Event of Breach occurs or is alleged and a UAG Indemnified Party asserts that the Stockholder or the Companies have become obligated to a UAG Indemnified Party pursuant to Section 9.1, or if any Stockholder Third Party Claim is begun, made or instituted as a result of which the Stockholder or the Companies may become obligated to a UAG Indemnified Party hereunder, or (ii) a UAG Event of Breach occurs or is alleged and a Stockholder Indemnified Party asserts that UAG has become obligated to a Stockholder Indemnified Party pursuant to Section 9.2, or if any UAG Third Party Claim is begun, made or instituted as a result of which UAG may become obligated to a Stockholder Indemnified Party hereunder (for purposes of this Article 9, any UAG Indemnified Party and any Stockholder Indemnified Party is sometimes referred to as an indemnified party under this Section 2.7 of notice of "Indemnified Party" and UAG, Sub and the commencement of Stockholder are sometimes referred to as an "Indemnifying Party," and any action (including UAG Third Party Claim and any governmental actionStockholder Third Party Claim is sometimes referred to as a "Third Party Claim," in each case as the context so requires), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party Indemnified Party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver give written notice to the indemnifying party within a reasonable time Indemnifying Party of its obligation to provide indemnification hereunder, provided that any failure to so notify the commencement of any such action, if prejudicial to its ability to defend such action, Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of them from any liability that it may have to any indemnified party otherwise than the Indemnified Party under this Section 2.7Article 9. No indemnifying partyIf such notice relates to a Third Party Claim, each Indemnifying Party, jointly and severally, agrees to defend, contest or otherwise protect such Indemnified Party against any such Third Party Claim at its sole cost and expense. Such Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of such Indemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party to the extent reasonably possible. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such Third Party Claim, such Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and such Indemnified Party shall be entitled to recover the entire Cost thereof from the Indemnifying Party, including, without limitation, attorneys' fees, disbursements and amounts paid (or of which such Indemnified Party has become obligated to pay) as the result of such Third Party Claim. Failure by the Indemnifying Party to notify such Indemnified Party of its or their election to defend any such Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its or their right to defend such Third Party Claim. If the Indemnifying Party assumes the defense of the particular Third Party Claim, the Indemnifying Party shall not, in the defense of any such claim or litigation, shall, except with the consent of each indemnified partyThird Party Claim, consent to entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party. In addition, the Indemnifying Party shall not enter into any settlement of any Third Party Claim except with the written consent of such Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party of Indemnified Party a full release from all liability in respect to of such claim or litigationThird Party Claim. The indemnity agreements contained in this Section 2.7 Notwithstanding the foregoing, the Indemnifying Party shall not apply be entitled to amounts paid control (but shall be entitled to participate at their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any lossThird Party Claim to the extent the Third Party Claim seeks an order, claiminjunction or other equitable relief against the Indemnified Party which, damageif successful, liability could materially interfere with the business, operations, assets, condition (financial or action if such settlement is effected without the consent otherwise) or prospects of the indemnifying partyIndemnified Party.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 2.6 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.72.6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.72.6 to the extent that such indemnifying party is harmed by the failure of the indemnified party to provide timely notice, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.72.6. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 2.6 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party, which consent shall not be unreasonably withheld.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 Any Indemnified Party seeking indemnification hereunder shall give to Tribune a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of notice computation of the commencement amount of such claim; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further, that failure to give such notice shall not relieve Tribune of its obligations hereunder except to the extent it shall have been prejudiced by such failure. Tribune shall have thirty days after the giving of any Claim Notice pursuant hereto to (including any governmental actioni) agree to the amount or method of determination set forth in the Claim Notice and to pay such amount to such Indemnified Party in immediately available funds or (ii) to provide such Indemnified Party with notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the “Dispute Notice”). Within fifteen days after the giving of the Dispute Notice, a representative of Tribune and such indemnified Indemnified Party shall negotiate in a bona fide attempt to resolve the matter. In the event that the controversy is not resolved within thirty days of the giving of the Dispute Notice, the parties shall proceed to binding arbitration pursuant to the following procedures: (1) Any party will, if a claim may send another party written notice identifying the matter in respect thereof is to be made against any indemnifying party under dispute and invoking the procedures of this Section 2.74.4(b). Within 14 days, deliver to each party involved in the indemnifying party dispute shall meet at a mutually agreed location in Denver, Colorado, for the purpose of determining whether they can resolve the dispute themselves by written notice of the commencement thereof and the indemnifying party shall have the right to participate inagreement, and, if not, whether they can agree upon a third-party arbitrator to whom to submit the matter in dispute for final and binding arbitration. (2) If such parties fail to resolve the dispute by written agreement or agree on the arbitrator within said 14-day period, any such party may make written application to the extent American Arbitration Association (“AAA”) for the indemnifying appointment of a panel of three arbitrators (collectively, the “Arbitrator”) to resolve the dispute by arbitration. At the request of AAA the parties involved in the dispute shall meet with AAA at its offices within ten calendar days of such request to discuss the dispute and the qualifications and experience which each party so desires, jointly with any other indemnifying party similarly noticed, to assume respectively believes the defense thereof with counsel mutually satisfactory to the partiesArbitrator should have; provided, however, that the selection of the Arbitrator shall be the exclusive decision of AAA and shall be made within 30 days of the written application to AAA. (3) Within 120 days of the selection of the Arbitrator, the parties involved in the dispute shall meet in Denver, Colorado with such Arbitrator at a place and time designated by such Arbitrator after consultation with such parties and present their respective positions on the dispute. The arbitration proceeding shall be held in accordance with the rules for commercial arbitration of the AAA in effect on the date of the initial request for appointment of the Arbitrator, that gave rise to the dispute to be arbitrated (as such rules are modified by the terms of this Agreement or may be further modified by mutual agreement of the parties). Each party shall have no longer than five days to present its position, the entire proceedings before the Arbitrator shall be no more than ten consecutive days, and the decision of the Arbitrator shall be made in writing no more than 30 days following the end of the proceeding. Such an indemnified award shall be a final and binding determination of the dispute and shall be fully enforceable as an arbitration decision in any court having jurisdiction and venue over such parties. The prevailing party (together with all other indemnified parties which may be represented without conflict as determined by one counselthe Arbitrator) shall have in addition be awarded by the right to retain one separate counsel, with the reasonable Arbitrator such party’s own attorneys’ fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in connection with such proceeding. The failure to deliver written notice to the indemnifying non-prevailing party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include (as an unconditional term thereof the giving determined by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 Arbitrator) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without pay the consent of the indemnifying partyArbitrator’s fees and expenses.

Procedures. Promptly after receipt by If (i) any Event of Breach occurs or is alleged and a UAG Indemnified Party asserts that the Stockholder, the Company or ▇▇. ▇▇▇▇▇ have become obligated to a UAG Indemnified Party pursuant to Section 9.1, or if any Stockholder Third Party Claim is begun, made or instituted as a result of which the Stockholder, the Company or ▇▇. ▇▇▇▇▇ may become obligated to a UAG Indemnified Party hereunder, or (ii) a UAG Event of Breach occurs or is alleged and a Stockholder Indemnified Party asserts that UAG has become obligated to a Stockholder Indemnified Party pursuant to Section 9.2, or if any UAG Third Party Claim is begun, made or instituted as a result of which UAG may become obligated to a Stockholder Indemnified Party hereunder (for purposes of this Article 9, any UAG Indemnified Party and any Stockholder Indemnified Party is sometimes referred to as an indemnified party under this Section 2.7 of notice of "Indemnified Party" and UAG, Sub, the commencement of Stockholder and ▇▇. ▇▇▇▇▇ are sometimes referred to as an "Indemnifying Party," and any action (including UAG Third Party Claim and any governmental actionStockholder Third Party Claim is sometimes referred to as a "Third Party Claim," in each case as the context so requires), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party Indemnified Party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver give written notice to the indemnifying party within a reasonable time Indemnifying Party of its obligation to provide indemnification hereunder, provided that any failure to so notify the commencement of any such action, if prejudicial to its ability to defend such action, Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of them from any liability that it may have to any indemnified party otherwise than the Indemnified Party under this Section 2.7Article 9. No indemnifying partyIf such notice relates to a Third Party Claim, each Indemnifying Party, jointly and severally, agrees to defend, contest or otherwise protect such Indemnified Party against any such Third Party Claim at its sole cost and expense. Such Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of such Indemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party to the extent reasonably possible. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such Third Party Claim, such Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and such Indemnified Party shall be entitled to recover the entire Cost thereof from the Indemnifying Party, including, without limitation, attorneys' fees, disbursements and amounts paid (or of which such Indemnified Party has become obligated to pay) as the result of such Third Party Claim. Failure by the Indemnifying Party to notify such Indemnified Party of its or their election to defend any such Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its or their right to defend such Third Party Claim. If the Indemnifying Party assumes the defense of the particular Third Party Claim, the Indemnifying Party shall not, in the defense of any such claim or litigation, shall, except with the consent of each indemnified partyThird Party Claim, consent to entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party. In addition, the Indemnifying Party shall not enter into any settlement of any Third Party Claim except with the written consent of such Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party of Indemnified Party a full release from all liability in respect to of such claim or litigationThird Party Claim. The indemnity agreements contained in this Section 2.7 Notwithstanding the foregoing, the Indemnifying Party shall not apply be entitled to amounts paid control (but shall be entitled to participate at their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any lossThird Party Claim to the extent the Third Party Claim seeks an order, claiminjunction or other equitable relief against the Indemnified Party which, damageif successful, liability could materially interfere with the business, operations, assets, condition (financial or action if such settlement is effected without the consent otherwise) or prospects of the indemnifying partyIndemnified Party.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of If any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to shall be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the commencement thereof and Lessee may have an indemnity obligation pursuant to this Section, or if any Tax Indemnitee shall determine that any Taxes as to which the indemnifying party Lessee may have an indemnity obligation pursuant to this Section may be payable, such Tax Indemnitee shall have promptly notify the right Lessee. The Lessee shall be entitled, at its expense, to participate in, and, in and to the extent that the indemnifying party so desiresLessee desires to, jointly with any other indemnifying party similarly noticed, to assume and control the defense thereof with counsel mutually satisfactory to the partiesthereof; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) the Lessee shall have acknowledged in writing if the right contest is unsuccessful its obligation to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation fully indemnify such Tax Indemnitee in respect of such indemnified party by action, suit or proceeding; and provided, further, that the counsel retained by Lessee shall not be entitled to assume and control the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Lessee, on behalf of the Lessee) if prejudicial and to its ability to defend the extent that (A) in the reasonable opinion of such Tax Indemnitee, such action, shall relieve suit or proceeding involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such indemnifying party Tax Indemnitee or will involve a material risk of the sale, forfeiture or loss, or the creation, of any liability Lien (other than a Permitted Lien) on the Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnities in respect to such risk, (B) such proceeding involves Claims not fully indemnified party under this Section 2.7by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified Claim(s), but the omission so to deliver written notice (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the indemnifying party will not relieve it transactions contemplated by the Operative Documents and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability that it may have of the Tax Indemnitee. With respect to any indemnified party otherwise than under this Section 2.7. No indemnifying partycontests controlled by a Tax Indemnitee, in (i) if such contest relates to the defense federal or any state income tax liability of any such Tax Indemnitee, such Tax Indemnitee shall be required to conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or litigation(ii) in the case of an appeal of an adverse determination of any contest relating to any Taxes, shallan opinion of such counsel to the effect that such appeal is more likely than not to be successful; provided, except however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lessee in accordance with the consent foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information, documents and testimony reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section. Unless an Event of each indemnified partyDefault shall have occurred and be continuing, consent to entry of any judgment or no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which does is entitled to be indemnified under this Section without the prior written consent of the Lessee, which consent shall not include as an unconditional term thereof the giving by the claimant or plaintiff be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section with respect to such indemnified party Claim. Notwithstanding anything contained herein to the contrary, (i) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of a release from all liability in any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section with respect to such claim or litigation. The indemnity agreements contained (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (ii) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in this Section 2.7 shall not apply to amounts paid law which in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent opinion of the indemnifying partyLessee's counsel creates substantial authority for the success of such contest. Each Tax Indemnitee and the Lessee shall consult in good faith with each other regarding the conduct of such contest controlled by either.

Procedures. Promptly after receipt by an indemnified party The obligations and liabilities of the parties with respect to Claims subject to indemnification under this Section 2.7 of notice of the commencement of any action 11, (including any governmental action“Indemnified Claims”), such indemnified party will, if a claim in respect thereof is to will be made against any indemnifying party under this Section 2.7, deliver subject to the indemnifying following terms and conditions: 11.3.1 The party claiming a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party indemnification hereunder (together with all other indemnified parties which may be represented without conflict by one counsel“Indemnified Person”) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver will give prompt written notice to the indemnifying party within a reasonable time of the commencement (“Indemnifying Person”) of any such actionIndemnified Claim, if prejudicial to stating its ability to defend such actionnature, shall relieve such indemnifying party of any liability basis and amount, to the indemnified party under this Section 2.7extent known. Each such notice will be accompanied by copies of all relevant documentation, but the omission so to deliver written notice to the indemnifying party will not relieve it of including any liability summons, complaint or other pleading that it may have been served or any written demand or other document. 11.3.2 With respect to any indemnified party otherwise than under Indemnified Claim: (a) the Indemnifying Person will defend or settle the Indemnified Claim, subject to provisions of this Section 2.7. No indemnifying partysubsection, (b) the Indemnified Person will, at the Indemnifying Person’s sole cost and expense, cooperate in the defense by providing access to witnesses and evidence available to it, (c) the Indemnified Person will have the right to participate in any defense at its own cost and expense to the extent that, in its judgment, the Indemnified Person may otherwise be prejudiced thereby, (d) the Indemnified Person will not settle, offer to settle or admit liability in any Indemnified Claim without the written consent of an officer of the Indemnifying Person, and (e) the Indemnifying Person will not settle, offer to settle or admit liability as to any Indemnified Claim in which it controls the defense if such settlement, offer or admission contains any admission of fault or guilt on the part of the Indemnified Person, or would impose any liability or other restriction or encumbrance on the Indemnified Person, without the written consent of an officer of the Indemnified Person. 11.3.3 Each party will cooperate with, and comply with all reasonable requests of, each other party and act in a reasonable and good faith manner to minimize the scope of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyIndemnified Claim.

Procedures. Promptly after receipt by an indemnified party (a) A Person seeking indemnification (the “Indemnified Party”) under this Section 2.7 of 7.1 shall give prompt written notice to the other Person or Persons against which indemnification may be sought hereunder (such Person or Persons being referred to herein as the “Indemnifying Party”) of the commencement assertion of any action (including any governmental action), such indemnified party will, if a claim in respect of which indemnity may be sought hereunder. Such notice shall include a description of the claim and the nature and amount of the applicable Loss, to the extent known at such time. The failure of an Indemnified Party to notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that the Indemnifying Party may have to the Indemnified Party unless the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party’s failure to give such notice. The Indemnified Party shall provide the Indemnifying Party with copies of all papers and official documents received in connection with any Claims for which indemnity is sought hereunder and such other information with respect thereto as the Indemnifying Party may reasonably request. The Indemnified Party and the Indemnifying Party shall keep each other informed of any facts or circumstances that may be of material relevance in connection with the Loss for which indemnification is sought. (b) The Indemnifying Party may assume, at the Indemnifying Party’s sole cost and expense, the defense of any Claim for which indemnity is sought hereunder by giving written notice thereof is to be made against the Indemnified Party within thirty (30) calendar days after the Indemnifying Party’s receipt of a notice provided pursuant to Section 7.2(a). Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Claim any indemnifying party under this Section 2.7legal counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the indemnifying party Indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party in connection with the Claim. Should the Indemnifying Party assume the defense of a written notice Claim, except as provided in Section 7.2(c), the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the analysis, defense or settlement of the commencement thereof and Claim other than reasonable costs of investigation. (c) Without limiting Section 7.2(b), the indemnifying party Indemnified Party shall have the right be entitled to participate in, andbut not control, the defense of the related Claim and to employ counsel of its choice for such purpose. However, such employment shall be at the extent Indemnified Party’s own expense unless (i) the indemnifying party so desiresemployment thereof has been specifically authorized by the Indemnifying Party in writing, jointly with any other indemnifying party similarly noticed, (ii) the Indemnifying Party has failed to assume the defense thereof and employ counsel in accordance with Section 7.2(b) (in which case the Indemnified Party shall control the defense) or (iii) the interests of the Indemnified Party and the Indemnifying Party with respect to such Claim are sufficiently adverse to prohibit the representation by the same counsel mutually satisfactory of both the Indemnified Party and the Indemnifying Party under Applicable Laws, ethical rules or equitable principles. (d) With respect to any Claim, the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) Indemnifying Party shall have the sole right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice consent to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which with respect to such Claim, on such terms as the Indemnifying Party, in its sole discretion, deems appropriate, so long as such judgment or settlement (i) does not include involve any relief other than the payment of monetary damages, which shall be paid in full by the Indemnifying Party, (ii) does not involve any finding or admission of any violation of Applicable Law by the Indemnified Party or any violation of the rights of any Person by the Indemnified Party and (iii) includes, as an unconditional term thereof thereof, the giving by the claimant Indemnifying Party or plaintiff to such indemnified party any other Person, as applicable, of a full and unconditional release of the Indemnified Party from all liability in with respect to the matters that are subject to such claim or litigationClaim. The indemnity agreements contained Except as set forth in this Section 2.7 7.2(d), the Indemnifying Party shall not apply consent to amounts paid in settlement the entry of any lossjudgment or enter into any settlement with respect to any Claim without the prior written consent of the Indemnified Party, claimsuch consent not to be unreasonably withheld. (e) Regardless of whether the Indemnifying Party chooses to defend any Claim in respect of which indemnity is sought hereunder, damagethe Indemnified Party shall, liability and shall cause each of its indemnitees to, cooperate in the defense or action if prosecution thereof and shall furnish such settlement is effected records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim and making the Indemnified Party and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. (f) If the Indemnifying Party denies or fails to timely admit any of its obligations under this Article VII regarding a Claim or fails to assume and diligently conduct the defense of any such Claim or indemnify and hold harmless the Indemnified Party with respect to any Losses arising out of such Claim throughout the period that such claim exists, then the Indemnifying Party’s right to defend that Claim shall terminate and the Indemnified Party may assume the defense of, and settle, such Claim with counsel of its own choice and on such terms as the Indemnified Party deems appropriate, without any obligation to obtain the consent of the indemnifying partyIndemnifying Party. Additionally, the Indemnifying Party will be obligated to indemnify and hold harmless the Indemnified Party for such defense and settlement if the Indemnifying Party is determined to have breached its obligations under this Article VII with respect to such Claim and the Claim is subject to the indemnification provisions of this Article VII.

Procedures. Promptly 12.2.1 In the event that any officer or registered agent of Indemnitee receives actual notice of any written claim by a Third Party giving rise to a right of indemnification of such Indemnitee hereunder, the Indemnitee shall, within sixty (60) days after receipt by an indemnified party under this Section 2.7 of such notice, give written notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written Indemnitor setting forth the facts and circumstances giving rise to such claim for indemnification and shall tender the defense of such claim to the Indemnitor. If the Indemnitee fails to give such notice of and tender such defense within such 60-day period, the commencement thereof and the indemnifying party Indemnitee shall have the right be solely responsible for any Loss with respect to participate in, and, such claim to the extent the indemnifying party so desires, jointly Loss is attributable to such failure; but failure to give such notice and tender such defense within such 60-day period shall not result in a forfeiture or waiver of any rights to indemnification for any Loss with any other indemnifying party similarly noticed, respect to assume the defense thereof with counsel mutually satisfactory such claim to the parties; providedextent the Loss is not attributable to such failure. 12.2.2 The Indemnitor shall be solely responsible for selecting the attorneys to defend any matter subject to indemnification and/or taking all actions necessary or appropriate to resolve, howeverdefend, that an indemnified party (together and/or settle such matters, and shall be entitled to contest, on its own behalf and on the Indemnitee’s behalf, the existence or amount of any obligation, cost, expense, debt or liability giving rise to such claim. The Indemnitor shall keep the Indemnitee fully and timely informed as to actions taken on such matters. The Indemnitee shall cooperate fully with all other indemnified parties which may be represented without conflict by one counsel) the Indemnitor and its counsel and shall provide them reasonable access to the Indemnitee’s employees, consultants, agents, attorneys, accountants, and files to the extent necessary or appropriate to defend or resolve the matter, the Indemnitor reimbursing the Indemnitee with respect to the cost of any such access. The Indemnitee shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7right, but not the omission so duty, to deliver written notice to the indemnifying party will not relieve it participate with attorneys of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyits own choosing, at its own expense, in the defense of any such claim or litigationLoss for which the Indemnitor is obligated to defend and indemnify it, shalland to approve any settlement that affects it, except with without relieving the consent of each indemnified party, consent to entry Indemnitor of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyobligations hereunder.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement (a) Buyer shall be entitled to select its own counsel in defense of any action action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (each, a "Claim") that may cause Indemnifiable Losses to Buyer. The Seller Parties shall advance all reasonable expenses, including attorneys' fees and all other related costs, expenses and obligations incurred in connection with investigating or defending against a Claim (collectively, the "Defense Expenses"). Defense Expenses shall be paid by the Seller Parties to Buyer as they are incurred but in any governmental action)event no later than fifteen (15) days after a written request and supporting documentation are supplied by Buyer to Seller. (b) If a Claim is asserted by any third party against Buyer, such indemnified party will, if a claim in respect thereof is Buyer may request the Seller Parties to be made against any indemnifying party under this Section 2.7, deliver to defend the indemnifying party Claim on behalf of Buyer by a written notice of supplied by Buyer to Seller. If the commencement thereof and Seller Parties fail to defend Buyer upon such request, a recovery against Buyer shall be conclusive in its favor against the indemnifying party shall have the right to participate inSeller Parties, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that, if Seller has not received reasonable notice of the Claim or is not allowed to control its defense, judgment against Buyer shall only constitute presumptive evidence against the Seller Parties. (c) All payments to be made by the Seller Parties to Buyer hereunder shall be made in immediately available funds to a bank account designated by Buyer. All payments to be made to Buyer shall be made in U.S. Dollars. Each of the Seller Parties, jointly and severally, covenants and agrees that (i) it has full authority and resources to make any payment hereunder to or for the account of Buyer in U.S. Dollars if so required; and (ii) it shall make all payments hereunder irrespective of and without deduction for, any counterclaim, defense, recoupment, or set-off; and (iii) any payment or indemnity hereunder shall include an indemnified party (together with amount necessary to hold the recipient of such payment or indemnity harmless on an after-Tax basis from all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses Taxes required to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim payment or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of indemnity, taking into account any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyTax.

Procedures. Promptly (a) In order for a Purchaser Indemnified Party or Marriott Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person other than Marriott and its Affiliates and the Purchaser against the Indemnified Party, including a Mirror Claim (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by an indemnified party such Indemnified Party of written notice of the Third Party Claim, but in no event later than the Claims Deadline, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide as part of the initial written notice of claim, the information set forth in the preceding sentence shall not invalidate the effectiveness of the written notice provided the information is delivered in a reasonable time period thereafter. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 2.7 Article 10 except to the extent that the Indemnifying Party is prejudiced by such failure. (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim except as may be provided to the contrary as to a Mirror Claim in which case Purchaser shall bear all of the costs associated therewith, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party assumes the defense of any action (including Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any governmental action)Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to compromise, settle or discharge, such indemnified party will, if Third Party Claim without the Indemnifying Party’s prior written consent unless the Indemnifying Party withdraws from the defense of such Third Party Claim or unless a claim in respect thereof final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. If the Indemnifying Party does not assume the defense of any such claims or proceeding pursuant to be made against any indemnifying party under this Section 2.710.5 and the Indemnified Party proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, deliver to then the indemnifying party a Indemnified Party shall give the Indemnifying Party prompt written notice of the commencement thereof and the indemnifying party Indemnifying Party shall have the right to participate inin the settlement or assume or reassume the defense of such claims or proceeding. The Indemnifying Party and its counsel shall conduct such defense or settlement in a manner reasonably satisfactory and effective to protect the Indemnified Party fully. The Indemnifying Party and its counsel shall keep the Indemnified Party fully advised as to its conduct of such defense or settlement, andand shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed) unless such settlement or compromise does not subject the Indemnified Party to any monetary liability, includes a complete, unconditional release of the Indemnified Party from all liability with respect to such Third Party Claim, and does not constitute an acknowledgement or acceptance by the Indemnified Party of fault, culpability, or responsibility of any kind. Notwithstanding the Indemnifying Party’s election to defend against or settle the Third Party Claim, the Indemnified Party may, upon written notice to the extent Indemnifying Party, elect to employ its own counsel and assume control of such defense or settlement if (A) the indemnifying party so desiresIndemnifying Party is also a Person against whom the Third Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate; (B) the Indemnified Party determines in good faith that the Indemnified Party may have available to its one or more defenses or counterclaims that are inconsistent with, jointly different from, or in addition to one or more of those that may be available to the Indemnifying Party with any other indemnifying party similarly noticed, respect to assume such Third Party Claim; (C) the defense thereof with Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third Party Action; (D) the Indemnifying Party shall not in fact have employed counsel mutually reasonably satisfactory to the partiesIndemnified Party for the defense or settlement of such Third Party Action; provided, however, that an indemnified party the assumption of control of the defense or settlement of a Third Party Action by the Indemnified Party pursuant to this sentence shall not relieve the Indemnifying Party of its obligation to indemnify and hold the Indemnified Party harmless. (together with all other indemnified parties which may be represented without conflict by one counselc) shall In the event any Indemnified Party should have the right to retain one separate counsel, with the reasonable fees and expenses a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be paid by collected from such Indemnified Party, the indemnifying party, if representation Indemnified Party shall deliver notice of such indemnified party by claim to the counsel retained by Indemnifying Party no later than the indemnifying party would be inappropriate due Claims Deadline, describing in reasonable detail the facts giving rise to actual any claim for indemnification hereunder, the amount or potential differing interests between method of computation of the amount of such indemnified party claim (if known) and any such other party represented by such counsel in such proceedinginformation with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver provide as part of the initial written notice to of claim, the indemnifying party within information set forth in the preceding sentence shall not invalidate the effectiveness of the written notice provided the information is provided in a reasonable time period thereafter. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 10 except to the commencement extent that the Indemnifying Party is prejudiced by such failure. The Indemnifying Party shall have thirty (30) days after receipt of notice of any claim pursuant to this Section 10.5(c) to (i) agree to the amount or method of determination set forth in such actionclaim and to pay such amount to such Indemnified Party or (ii) provide the Indemnified Party with notice (a “Dispute Notice”) that it disagrees with the amount or method of determination set forth in such claim. If the Indemnifying Party has timely delivered a Dispute Notice, the Indemnifying Party and the Indemnified Party shall, during a period 30 days from the Indemnified Party’s receipt of such Dispute Notice, negotiate to achieve resolution of such dispute and, if prejudicial to its ability to defend not resolved through negotiations, such action, dispute shall relieve such indemnifying party of any liability to the indemnified party under this be resolved as provided in Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party12.9.

Procedures. Promptly 15.2.1 In the event that any officer or registered agent of Indemnitee receives actual notice of any written claim by a third person giving rise to a right of indemnification of such party hereunder, the Indemnitee shall, within 60 days after receipt by an indemnified party under this Section 2.7 of such notice, give written notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written Indemnitor setting forth the facts and circumstances giving rise to such claim for indemnification and shall tender the defense of such claim to the Indemnitor. If the Indemnitee fails to give such notice of and tender such defense within the commencement thereof and 60-day period, the indemnifying party Indemnitee shall have the right be solely responsible for any Liability with respect to participate in, and, such claim to the extent the indemnifying party so desiresLiability is attributable to failure to give notice within such 60-day period, jointly but such failure shall not otherwise result in a forfeiture or waiver of any rights to indemnification. 15.2.2 The Indemnitor shall be solely responsible for selecting the attorneys to defend any matter subject to indemnification and/or taking all actions necessary or appropriate to resolve, defend, and/or settle such matters, and shall be entitled to contest, on its own behalf and on the Indemnitee's behalf, the existence or amount of any obligation, cost, expense, debt or liability giving rise to such claim. The Indemnitor shall keep the Indemnitee fully and timely informed as to actions taken on such matters. The Indemnitee shall cooperate fully with any other indemnifying party similarly noticed, to assume the defense thereof with Indemnitor and its counsel mutually satisfactory and shall provide them reasonable access to the parties; providedIndemnitee's employees, howeverconsultants, that an indemnified party (together agents, attorneys, accountants, and non-privileged files to the extent necessary or appropriate to defend or resolve the matter, the Indemnitor reimbursing the Indemnitee with all other indemnified parties which may be represented without conflict by one counsel) respect to the cost of any such access. The Indemnitee shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7right, but not the omission so duty, to deliver written notice to the indemnifying party will not relieve it participate with attorneys of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyits own choosing, at its own expense, in the defense of any such claim or litigationLiability for which the Indemnitor is obligated to defend and indemnify it, shalland to approve any settlement that affects it, except with without relieving the consent of each indemnified party, consent to entry Indemnitor of any judgment obligations hereunder. 15.2.3 When any Liability results from, relates to, or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent arises out of the indemnifying partyconduct of both Seller and Purchaser, the parties shall indemnify each other in proportion to their respective share of such Liability.

Procedures. Promptly after (a) Any party entitled to indemnification under this Article XI (each an "Indemnified Party") shall promptly upon its discovery of facts or circumstances giving rise to a claim for indemnification, including receipt by an indemnified party under this Section 2.7 it of notice of any demand, assertion, claim or Action by any third party (such third party Actions being collectively referred to herein as "Third-Party Claims"), give notice thereof (the commencement "Claim Notice") to the Person or Persons obligated to provide indemnification under this Article XI (each an "Indemnifying Party"). Failure to timely provide such notice will not affect any rights hereunder unless (and then only to the extent that) the Indemnifying Party is materially prejudiced thereby. In providing any Claim Notice to the Indemnifying Party in respect of any action (including any governmental action)Third-Party Claim, the Indemnified Party shall provide the Indemnifying Party with a copy of such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver Third-Party Claim or other documents received and shall otherwise make available to the indemnifying party a written notice Indemnifying Party all relevant information material to the defense of such claim and within the Indemnified Party's possession. (b) Within thirty (30) days after the date of the commencement thereof Claim Notice, the Indemnifying Party shall notify the Indemnified Party whether it acknowledges its obligation to indemnify in accordance with this Article XI without any reservation of rights or whether it intends to fulfill its indemnification obligation with a reservation of rights. (i) If the Indemnifying Party acknowledges its obligation to indemnify without any reservation of rights, then the Indemnifying Party shall have the right, by notice given to the Indemnified Party within thirty (30) days after the date of the Claim Notice, to assume and control the defense of the Third-Party Claim that is the subject of such Claim Notice, including the employment of counsel selected by the Indemnifying Party after consultation with the Indemnified Party, and the indemnifying party Indemnifying Party shall pay all expenses of, and the Indemnified Party shall cooperate fully with the Indemnifying Party in connection with, the conduct of such defense. The Indemnified Party shall have the right to employ separate counsel in any such Action and to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume in (but not control) the defense thereof with of such Third-Party Claim, but the fees and expenses of such counsel mutually satisfactory to shall be borne by the partiesIndemnified Party unless the Indemnifying Party shall agree otherwise; provided, however, if the named parties to any such Third-Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, the Indemnifying Party requires that an indemnified party (together with all other indemnified the same counsel represent both the Indemnified Party and the Indemnifying Party, and representation of both parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the same counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party them, then the Indemnified Party shall have the right to retain its own counsel at the cost and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time expense of the commencement Indemnifying Party. (ii) If the Indemnifying Party notifies the Indemnified Party that it intends to fulfill its indemnification obligation with a reservation of rights, or fails to make any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under notification required by this Section 2.711.4(b), but then the omission so Indemnified Party shall have the absolute right to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in control the defense of such Third-Party Claim, and, if and when it is finally determined that the Indemnified Party is entitled to indemnification from the Indemnifying Party hereunder, the fees and expenses of the Indemnified Party's counsel shall be borne by the Indemnifying Party, provided that the Indemnifying Party shall be entitled, at its expense, to participate in (but not control) such defense. (c) Neither the Indemnifying Party nor the Indemnified Party shall have the right to settle or compromise any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected Third-Party Claim without the consent of the indemnifying partyother, which consent shall not be unreasonably withheld or delayed.

Procedures. Promptly Any Indemnified Party shall notify the Indemnifying Party (with reasonable detail) promptly after receipt by an indemnified party it becomes aware of facts supporting a claim or action for which indemnification is provided under this Section 2.7 of notice of the commencement of any action (including any governmental action)Article VIII, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver and shall provide to the indemnifying party a written notice of the commencement thereof Indemnifying Party as soon as practicable thereafter all reasonably available information and the indemnifying party shall have the right documentation necessary to participate in, and, to the extent the indemnifying party so desires, jointly support and verify any Losses associated with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual claim or potential differing interests between such indemnified party and any other party represented by such counsel in such proceedingaction. The failure to deliver written notice so notify or provide information to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it the Indemnifying Party of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyIndemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to give such notice, in which case the defense Indemnifying Party shall be relieved from its obligations hereunder to the extent of such material prejudice. The Indemnifying Party shall participate in and defend, contest or otherwise protect the Indemnified Party against any such claim or litigationaction by counsel of the Indemnifying Party’s choice at its sole cost and expense; provided, shallhowever, except with that the Indemnifying Party shall not make any settlement or compromise without the prior written consent of each indemnified partythe Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, consent to entry there is no admission or statement of any judgment fault or enter into any settlement which does not include as culpability on the part of the Indemnified Party and there is an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a release Indemnified Party from all liability in respect to on any claims that are the subject of such claim or litigationaction. The indemnity agreements contained Indemnified Party shall use commercially reasonable efforts upon the reasonable request of the Indemnifying Party to cooperate with and assist the Indemnifying Party in this Section 2.7 shall not apply to amounts paid in settlement of defending, contesting, or otherwise protecting the Indemnified Party against any losssuit, action, investigation, claim, damageor proceeding in connection with which a claim for indemnification is made. The Indemnified Party shall have the right, liability or action if such settlement is effected without but not the consent obligation, to participate at its own expense in the defense thereof by counsel of the indemnifying partyIndemnified Party’s choice; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate counsel for the Indemnified Party if (a) the Indemnifying Party has agreed to pay such fees and expenses, or (b) counsel for the Indemnifying Party reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and the Indemnified Party shall be entitled to recover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding.

Procedures. Promptly after receipt The Party seeking indemnification under Section 8.2 or Section 8.3 (the “Indemnified Party”) may make claims for indemnification hereunder by an indemnified party under this Section 2.7 of giving written notice (a “Claim Notice”) to the Party required to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall briefly explain the nature of the commencement of claim and the parties known to be involved, and shall specify the amount thereof to the extent known by the Indemnified Party. Each Indemnifying Party to which a Claim Notice is given shall respond to any action Indemnified Party that has given a Claim Notice (including a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any governmental action)Claim Response shall specify whether or not the Indemnifying Party giving the Claim Response disputes the claim for indemnification described in the Claim Notice and whether it will defend any Third Party Claim specified in such Claim Notice at its own cost and expense. If any Indemnifying Party fails to give a Claim Response within the Response Period, such indemnified party willIndemnifying Party shall be deemed to have disputed the claim for indemnification described in the related Claim Notice and to have elected not to defend any Third Party Claim specified in such Claim Notice. The aforesaid election or deemed election by the Indemnifying Party not to assume the defense of the Indemnified Party with respect to any Third Party Claim specified in such Claim Notice, if a claim in respect thereof is to however, shall, except as contemplated by the following proviso, be made against any indemnifying party under this Section 2.7, deliver subject to the indemnifying party a written notice right of the commencement thereof and Indemnifying Party to subsequently assume the indemnifying party defense of the Indemnified Party with respect to any such Third Party Claim at any time prior to settlement or final determination thereof; provided that the Indemnifying Party shall not have the right to participate in, and, so assume the defense of the Indemnified Party with respect to any Third Party Claim which the Indemnifying Party has (or is deemed to have) previously elected not to defend to the extent that the indemnifying party so desiresIndemnified Party would be prejudiced as a result of such assumption. If an Indemnifying Party then or thereafter elects, jointly with any other indemnifying party similarly noticedpursuant to the foregoing, to assume the defense thereof of an Indemnified Party with counsel mutually satisfactory respect to a Third Party Claim specified in such Claim Notice, then, without limiting any action the parties; providedIndemnifying Party may have on account of actual fraud, however, that an indemnified party (together with all other indemnified parties which may the Indemnifying Party shall not be represented without conflict by one counsel) shall have entitled to recover from the right to retain one separate counsel, with Indemnified Party the reasonable fees costs and expenses to be paid incurred by the indemnifying partyIndemnifying Party in providing such defense, if representation of such indemnified party by whether or not the counsel retained by Indemnifying Party disputes or is deemed to have disputed the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, claim for indemnification described in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyrelated Claim Notice.

Procedures. Promptly Should Tenant desire to enter into an Assignment for which Landlord’s consent is required, Tenant shall request, in writing, Landlord’s consent to the proposed Assignment at least fifteen (15) days before the intended effective date of the proposed Assignment, which request shall include the following: (a) a copy of the proposed Assignment agreement, (b) reasonable evidence of the financial condition, operating history and management of the Assignee, and the Assignee’s intended use for the Premises (including its proposed Operations Plan), and (c) any information relevant to the proposed Assignment that Landlord may reasonably request. Within ten (10) business days after receipt by an indemnified party under this Section 2.7 of notice Tenant’s request for consent to the proposed Assignment together with all of the commencement of any action above-required information (including any governmental actionfollow-up information reasonably requested by Landlord), Landlord shall respond in writing by either: (i) consenting to the proposed Assignment; or (ii) refusing to consent to the proposed Assignment and citing the specific reason(s) for such indemnified refusal. If Landlord fails to respond within such 10-business day period, Tenant may give Landlord a notice that expressly states the following in all capital letters: “URGENT NOTICE TO LANDLORD. IF YOU FAIL TO DISAPPROVE OF THE REQUESTED ASSIGNMENT DESCRIBED BELOW WITHIN THREE BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, YOUR FAILURE WILL BE DEEMED CONSENT TO THE DESCRIBED ASSIGNMENT.” Landlord’s failure to respond within such 3-business day period to Tenant’s second request for the proposed Assignment shall be deemed Landlord’s consent thereto. Landlord will not be liable in damages to Tenant or to any proposed subtenant, assignee or other transferee if such consent is adjudicated to have been unreasonably withheld, in which case Tenant’s sole remedies are (i) to have the proposed Transfer declared valid as if Landlord’s consent had been given (in which case Tenant will be entitled to reasonable attorney’s fees if Tenant is the prevailing party willin such litigation) and Landlord agrees and consents to such relief being obtainable via ex parte application or (ii) monetary damages if Tenant establishes that Landlord’s consent was withheld in bad faith. Tenant irrevocably assigns to Landlord, as security for Tenant’s obligations under this Lease, all rent and other amounts from any Assignment, and Landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord’s application, may collect such rent and other amounts and apply them toward Tenant’s obligations under this Lease; except that, unless and until Tenant receives notice from Landlord to the contrary, Tenant may collect such rent and other amounts. Tenant shall promptly reimburse Landlord for Landlord’s reasonable costs of reviewing, consenting to, rejecting or consummating any proposed Transfer, including reasonable attorneys’ fees. Tenant shall promptly pay to Landlord one-half of all rents and other consideration, of whatever nature, payable by the proposed transferee (or receivable by Tenant) pursuant to any Assignment (net of Tenant’s out-of-pocket leasing commission, legal fees, marketing costs, improvement costs and any similar cost items incurred in connection with the Assignment), that exceeds (1) if a claim in respect thereof sublease of a portion of the Premises, the portion of the Monthly Rental and Additional Rent that is to be made against any indemnifying party under this Section 2.7, deliver allocable to the indemnifying party a written notice portion of the commencement thereof Premises subleased (such allocation based on the area of the portion subleased), or (2) if any other Assignment, the Monthly Rental and the indemnifying party shall have the right to participate in, and, Additional Rent attributable to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyPremises.

Procedures. Promptly after receipt by an indemnified In each instance in which indemnity is claimed hereunder, the party under this Section 2.7 of notice of claiming indemnity (the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel“Indemnitee”) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver give prompt written notice to the indemnifying party within a reasonable time against whom indemnity is sought (the “Indemnitor”) of any claim, action or proceeding in respect of which indemnity is claimed, together with photocopies of any and all letters, pleadings or other documents in the commencement Indemnitee’s possession which are alleged to form the material basis of any such claim or action; provided, if prejudicial that the failure to its ability to defend provide such action, notice in a timely fashion shall relieve such indemnifying party of any liability not affect the Indemnitor’s obligations hereunder except to the indemnified party under this Section 2.7, but the omission so to deliver written extent that any delay in providing such notice results in actual prejudice to the indemnifying party will not relieve it of Indemnitor. In any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partycase, the Indemnitee shall cooperate with the Indemnitor in the defense of any such claim or litigation, shall, except with action to the consent of each indemnified party, consent extent that the Indemnitor and Indemnitee are not adverse parties or have adverse interests therein. The Indemnitor shall have the right to entry control the defense of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationaction by counsel of the Indemnitor’s choice, at the Indemnitor’s sole cost and expense. The indemnity agreements contained Indemnitee shall have the right to observe any legal proceedings relating to any such claim or action and to retain its own counsel, it being understood that the fees and expenses of the Indemnitee’s counsel shall be paid by the Indemnitee (unless (i) the defendants in this Section 2.7 any such claim or action include both the Indemnitor and the Indemnitee and the Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to such Indemnitee that are different from or additional to those available to the Indemnitor or (ii) the Indemnitor fails promptly to assume the defense and retain counsel reasonably satisfactory to the Indemnitee, in which cases such reasonable fees and expenses shall be paid by the Indemnitor). The Indemnitor shall not, without the prior written consent of the Indemnitee (which consent shall not apply to amounts paid in be unreasonably withheld), effect any settlement of any loss, claim, damage, liability pending or action if threatened proceeding unless such settlement is effected without the consent of the indemnifying partysolely monetary in nature.

Procedures. Promptly after receipt by an indemnified party The obligations and liabilities of the parties with respect to Claims subject to indemnification under this Section 2.7 of notice of the commencement of any action 12 (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver “Indemnified Claims”) are subject to the indemnifying party following terms and conditions: 12.3.1 Any natural person or entity (a written notice of the commencement thereof and the indemnifying party shall have the “Person”) claiming a right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party indemnification hereunder (together with all other indemnified parties which may be represented without conflict by one counsel“Indemnified Person”) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver must give prompt written notice to the indemnifying party within a reasonable time of the commencement (“Indemnifying Person”) of any such actionIndemnified Claim, if prejudicial to stating its ability to defend such actionnature, shall relieve such indemnifying party of any liability basis and amount, to the indemnified party under this Section 2.7extent known. Each such notice must be accompanied by copies of all relevant documentation, but the omission so to deliver written notice to the indemnifying party will not relieve it of including any liability summons, complaint or other pleading that it may have been served or any written demand or other document. 12.3.2 With respect to any indemnified party otherwise than under Indemnified Claim: (a) the Indemnifying Person will defend or settle the Indemnified Claim, subject to provisions of this Section 2.7. No indemnifying partysubsection, (b) the Indemnified Person will, at the Indemnifying Person’s sole cost and expense, cooperate in the defense by providing access to witnesses and evidence available to it, (c) the Indemnified Person will have the right to participate in any defense at its own cost and expense to the extent that, in its judgment, the Indemnified Person may otherwise be prejudiced thereby, (d) the Indemnified Person will not settle, offer to settle or admit liability in any Indemnified Claim without the written consent of an officer of the Indemnifying Person, and (e) the Indemnifying Person will not settle, offer to settle or admit liability as to any Indemnified Claim in which it controls the defense if such settlement, offer or admission contains any admission of fault or guilt on the part of the Indemnified Person, or would impose any liability or other restriction or encumbrance on the Indemnified Person, without the written consent of an officer of the Indemnified Person. 12.3.3 Each party will cooperate with, and comply with all reasonable requests of, each other party and act in a reasonable and good faith manner to minimize the scope of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyIndemnified Claim.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of In case any action proceeding (including any governmental action)investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either Section 2.5(a) or 2.5(b) above, such Person (the "INDEMNIFIED PARTY") shall promptly notify the Person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and, unless in such indemnified party willparty's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists with respect to such proceeding, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to shall permit the indemnifying party a written notice to assume the defense of such proceeding with counsel reasonably satisfactory to the commencement thereof indemnified party and the indemnifying party shall have pay the right fees and disbursements of such counsel related to participate insuch proceeding. It is understood that if an indemnifying party does not assume the defense of a proceeding, andsuch indemnifying party shall not, in connection with such proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for (i) the extent Company, its directors, its officers who signed the applicable Registration Statement and each Person, if any, who controls the Company or (ii) all Holders and all Persons, if any, who control any Holders, as the case may be, and that all such fees and expenses shall be reimbursed as they are incurred. In such case involving Holders and such Persons who control Holders, such firm shall be designated in writing by the Holders of a majority of the Registrable Securities involved in such case. The indemnified party shall cooperate with the indemnifying party so desires, jointly with any other and shall furnish the indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory all information available to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right relate to retain one separate counsel, with the reasonable fees and expenses to be paid by such action or claim that the indemnifying party may reasonably request. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, if representation effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to on claims that are the subject matter of such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyproceeding.

Procedures. Promptly The person providing (as required to provide) indemnification in respect of a claim pursuant to this Article VIII as herein called, in respect of such claim, the “Indemnifying Party”. Each Buyer Indemnified Party and each Seller Indemnified Party is, in respect of a claim for which indemnification is sought, is herein called, in respect of such claim, an “Indemnified Party”. Any Indemnified Party shall notify the Indemnifying Party (with reasonable specificity) promptly after receipt by an indemnified party it becomes aware of facts supporting a claim or action for indemnification under this Article VIII, and shall provide to the Indemnifying Party as soon as practicable thereafter all information and documentation reasonably necessary to support and verify any Losses associated with such claim or action. Subject to Section 2.7 of notice of the commencement of any action (including any governmental action8.2(c)(iii), such indemnified party will, if a claim in respect thereof is the failure to be made against any indemnifying party under this Section 2.7, deliver so notify or provide information to the indemnifying party a written notice of the commencement thereof and the indemnifying party Indemnifying Party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it the Indemnifying Party of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyIndemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to give such notice, in which case the defense Indemnifying Party shall be relieved from its obligations hereunder to the extent of such material prejudice. The Indemnifying Party shall defend, contest or otherwise protect the Indemnified Party against any such claim or litigationaction by counsel of the Indemnifying Party’s choice at its sole cost and expense; provided, shallhowever, except with that the consent of each indemnified party, consent to entry of any judgment or enter into Indemnifying Party shall not make any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected compromise without the prior written consent of the indemnifying partyIndemnified Party (which consent shall not be unreasonably withheld or delayed) unless the sole relief provided is monetary damages for which the Indemnifying Party has unconditionally acknowledged liability pursuant to the terms of this Article VIII. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnified Party’s choice and shall in any event use its reasonable best efforts to cooperate with and assist the Indemnifying Party. If (a) the Indemnifying Party fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding with counsel reasonably acceptable to the Indemnified Party, (b) the Indemnifying Party fails to state in a written notice given to the Indemnified Party not later than 20 days after the Indemnified Party received notice of a claim pursuant to Section 8.2(c)(iii) that the claim is properly the subject of indemnification pursuant to this Agreement (subject only to the Cap, Threshold or Deductible, if applicable), (c) in the reasonable judgment of the Indemnified Party there are conflicts of interest (other than as a result of this Article VIII) between the interests of the Indemnified Party and the Indemnifying Party in respect of such claim, or (d) the claim is not solely for monetary relief or the claim involves a criminal matter, the Indemnified Party shall have the right to control the defense of such claim with counsel of its own choosing, including, without limitation, the right to make any compromise or settlement thereof, and the Indemnified Party shall be entitled to recover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of Each Indemnified Party shall promptly notify the commencement Indemnifying Party of any action (including any governmental action), such indemnified party will, if a claim Claim in respect thereof of which the Indemnified Party is entitled to be made against any indemnifying party under this Section 2.7, deliver to indemnified hereunder. Such notice shall be given as soon as is reasonably practicable after the indemnifying party a written notice Indemnified Party becomes aware of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partieseach Claim; provided, however, that an indemnified failure to give prompt notice shall not adversely affect any Claim for indemnification hereunder except to the extent the Indemnifying Party’s ability to contest any Claim by any third-party (together with all other indemnified parties which may be represented without conflict by one counsel) is materially adversely affected. The Indemnifying Party shall have the right, but not the obligation, at its expense, to contest, defend, and litigate, and to control the contest, defense, or litigation of, any Claim by any third-party alleged or asserted against any Indemnified Party arising out of any matter in respect of which such Indemnified Party is entitled to be indemnified hereunder. The Indemnifying Party shall promptly notify such Indemnified Party of its intention to exercise such right set forth in the immediately preceding sentence and shall reimburse the Indemnified Party for the reasonable costs and expenses paid or incurred by it prior to the assumption of such contest, defense, or litigation by the Indemnifying Party. If the Indemnifying Party exercises such right in accordance with the provisions of this Article 12 and any Indemnified Party notifies the Indemnifying Party that it desires to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in order to participate in or proceed independently with such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such actioncontest, if prejudicial to its ability to defend such actiondefense, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shallsuch Indemnified Party may do so at its own expense. If the Indemnifying Party fails to exercise its rights set forth in the third sentence of this paragraph, except then the Indemnifying Party will reimburse the Indemnified Party for its reasonable costs and expenses incurred in connection with the consent contest, defense, or litigation of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyClaim.

Procedures. Promptly Lessee shall pay any Tax indemnifiable hereunder directly to the appropriate taxing authority prior to the date such payment is due. Any amount payable to a Tax Indemnitee pursuant to paragraph (b) or paragraph (d) shall be paid within 30 days after receipt of a written demand therefor from such Tax Indemnitee accompanied by a written statement describing in reasonable detail the basis for such indemnity and the computation of the amount so payable; provided that such amount need not be paid prior to the later of (i) the date which is 3 days prior to the date on which such Taxes are required to be paid or (ii) in the case of amounts which are being contested pursuant to paragraph (h) hereof, the time such contest (including all appeals) is finally resolved. Any amount payable to Lessee pursuant to paragraph (d) or paragraph (f) shall be paid within 30 days after the Tax Indemnitee receives a refund or credit giving rise to a payment under paragraph (d) or paragraph (f), as the case may be, and shall be accompanied by a written statement by the Tax Indemnitee 27 setting forth in reasonable detail the basis for computing the amount of such payment. Within 15 days following Lessee’s receipt of any computation from the Tax Indemnitee, Lessee may request that an indemnified party accounting firm selected by Lessee and reasonably acceptable to the Tax Indemnitee determine whether such computations of the Tax Indemnitee are correct. Such accounting firm shall be requested to make the determination contemplated by this paragraph (g) within 30 days of its selection. In the event such accounting firm shall determine that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The Tax Indemnitee shall cooperate with such accounting firm and supply it with all information necessary to permit it to accomplish such determination, provided that such accounting firm shall have entered into a confidentiality agreement reasonably satisfactory to the Tax Indemnitee. The computations of such accounting firm shall be final, binding and conclusive upon the parties and Lessee shall have no right to inspect the books, records or tax returns of the Tax Indemnitee to verify such computation or for any other purpose. All fees and expenses of the accounting firm payable under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to 21.1(g) shall be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesborne by Lessee; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable such fees and expenses to shall be paid borne by the indemnifying partyTax Indemnitee if the amount determined by such firm is (1) in the case of any amount payable by Lessee, if representation of such indemnified party less than the amount determined by the counsel retained Tax Indemnitee by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party lesser of (a) $25,000 and any other party represented (b) 5% of the amount determined by such counsel firm or (2) in such proceeding. The failure the case of any amount payable to deliver written notice to Lessee, greater than the indemnifying party within a reasonable time amount determined by the Tax Indemnitee by the lesser of (a) $25,000 and (b) 5% of the commencement of any amount determined by such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyfirm.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of (a) To the commencement extent that any Pledgor at any time or from time to time owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of any action by such Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, such Pledgor shall (including any governmental actionto the extent provided below) forthwith take the following actions as set forth below: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such indemnified party willPledgor shall physically deliver such Certificated Security to the Pledgee, if endorsed to the Pledgee or endorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a claim in respect thereof is Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security to be made against any indemnifying party under this Section 2.7duly authorize, execute, and deliver to the indemnifying party a written notice Pledgee, an agreement for the benefit of the commencement thereof Pledgee and the indemnifying party shall have other Secured Creditors substantially in the right to participate in, and, form of Annex E hereto (appropriately completed to the extent satisfaction of the indemnifying party so desiresPledgee and with such modifications, jointly with any other indemnifying party similarly noticedif any, to assume the defense thereof with counsel mutually as shall be satisfactory to the partiesPledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Membership Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Membership Interest (other than a Partnership Interest or Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Membership Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Membership Interest is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, physical delivery of such Note to the Pledgee, endorsed in blank, or, at the request of the Pledgee, endorsed to the Pledgee; providedand (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof, however(i) the establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have “control” within the meaning of the UCC and, that an indemnified party (together with all other indemnified parties which at any time any Event of Default is in existence, no withdrawals or transfers may be represented without conflict made therefrom by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, Person except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the indemnifying partyPledgee and (ii) the deposit of such cash in such cash account. (b) In addition to the actions required to be taken pursuant to Section 3.2(a) hereof, each Pledgor shall take the following additional actions with respect to the Collateral: (i) with respect to all Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be requested from time to time by the Pledgee so that “control” of such Collateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee’s security interest in all Investment Property and other Collateral which can be perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the relevant States, including, without limitation, Section 9-312(a) of the UCC) is so perfected.

Procedures. Promptly after receipt by For purposes of this section, any party with an indemnified party indemnification obligation under this Section 2.7 section shall be referred to herein as an "Indemnifying Party" and any party entitled to indemnification under this section shall be referred to as an "Indemnified Party". All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this section. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 30 days following such Indemnified Party's receipt of notice such claim or demand, notify the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the commencement final amount of any action such claim and demand) (including any governmental actionthe "Claim Notice"), such indemnified party will, if a claim in respect thereof is . The Indemnifying Party shall have 30 days from the personal delivery or receipt of the Claim Notice (the "Notice Period") to be made against any indemnifying party under this Section 2.7, deliver notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the indemnifying party Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a written notice of liability of, and shall be paid by, the commencement thereof Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the indemnifying party Indemnifying Party shall have the right to participate in, and, defend the Indemnified Party (i) by appropriate proceedings and (ii) use or retain counsel in connection with such defense that is reasonably acceptable to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory Indemnified Party. The Indemnified Party shall make available to the parties; providedIndemnifying Party all information reasonably available to such Indemnified Party relating to such claim or demand. In addition, however, that an indemnified party (together with all the Indemnified Party and the Indemnifying Party shall render to each other indemnified parties which such assistance as may reasonably be represented without conflict by one counsel) shall have requested in order to ensure the right to retain one separate counsel, with the reasonable fees proper and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the adequate defense of any such claim or litigationdemand, shall, except with the consent or to prosecute claims against third parties for contribution or on other theories of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect recovery related to such claim or litigationdemand. The indemnity agreements contained party in this Section 2.7 charge of the defense shall keep the other party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If any Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. In the event that the Indemnifying Party does not elect to defend the claim, the Indemnified Party shall not apply to amounts paid in settlement of any loss, claim, damage, liability settle a claim or action if such settlement is effected demand without the consent of the indemnifying partyIndemnifying Party (which consent will not be unreasonably withheld). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld), settle, compromise or offer to settle or compromise any such claim or demand. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its commercially reasonable best efforts in the defense of all such claims.

Procedures. Promptly after receipt by an indemnified party Indemnified Person or Indemnified Party under this Section 2.7 7 of notice of the commencement of any action or proceeding (including any governmental action)action or proceeding) involving a Claim, such indemnified party willIndemnified Person or Indemnified Party shall, if a claim Claim in respect thereof is to be made against any indemnifying party under this Section 2.77, deliver to the indemnifying party a written notice of the commencement thereof thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the partiesindemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) Indemnified Person or Indemnified Party shall have the right to retain one separate counsel, its own counsel with the reasonable fees and expenses of not more than one counsel for all such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if representation if, in the reasonable opinion of such indemnified party by the counsel retained by the Indemnified Person or Indemnified Party, as applicable, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate reasonably with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, action shall not relieve such indemnifying party of any liability to the indemnified party Indemnified Person or Indemnified Party under this Section 2.77, but except to the omission so to deliver written notice to extent that the indemnifying party will not relieve it of any liability that it may have is prejudiced in its ability to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any defend such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyaction.

Procedures. Promptly (a) A party seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) in respect thereof to the party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by an indemnified party under this Section 2.7 such Indemnified Party of notice of the commencement Third Party Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party its obligations under this Section 2.7, deliver Article VI except to the indemnifying party a written notice of extent that the commencement thereof and the indemnifying party Indemnifying Party is materially prejudiced by such failure. (b) The Indemnifying Party shall have the right to participate inright, and, upon written notice to the extent Indemnified Party within 15 days of receipt of a Claim Notice from the indemnifying party so desires, jointly with any other indemnifying party similarly noticedIndemnified Party in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel mutually selected by the Indemnifying Party and reasonably satisfactory to the parties; providedIndemnified Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of and to settle such Third Party Claim, howeverthe Indemnified Party shall have the sole right to assume the defense of such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) the Indemnified Party shall have the right to retain one employ separate counselcounsel and to participate in the defense thereof, with but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized by the Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. (c) If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (d) If the Indemnifying Party does not assume the defense of any Third Party Claim, the Indemnifying Party shall, at the Indemnifying Party’s expense, be entitled to participate with the Indemnified Party in the defense the Third Party Claim, and the Indemnified Party shall use commercially reasonable efforts make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of any Third Party Claim, the Indemnified Party shall not, without the prior written consent of the Indemnifying Party (such consent not to be paid by unreasonably withheld, conditioned or delayed), enter into any settlement or compromise or consent to the indemnifying partyentry of any judgment with respect to such Third Party Claim. (e) An Indemnified Party seeking indemnification in respect of, if representation arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party by Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the counsel retained by Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the indemnifying party would be inappropriate due to actual or potential differing interests between Indemnifying Party with such indemnified party and any other party represented by such counsel in such proceedinginformation with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. (f) An indemnifying Party shall have a period of 45 Business Days from the date such Indemnifying Party received written notice of a Direct Claim to dispute the Direct Claim or seek to remedy the basis for the Direct Claim. If a Direct Claim is subject to indemnification pursuant to the indemnifying party within a terms of this Agreement and the Indemnifying Party is unable to remedy the Direct Claim to the reasonable time satisfaction of the commencement Indemnifying Party, the indemnification required hereunder, subject to the express limitations of this Article VI, shall be made by release of funds from the Indemnity Escrow Fund (to the extent of any such actionamounts then held in the Indemnity Escrow Fund, if prejudicial applicable, that are available for satisfaction of such Direct Claim) or the Indemnifying Party (to its ability to defend such action, shall relieve such indemnifying party the extent of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will amounts not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, then held in the defense Indemnity Escrow Fund, if applicable, that are available for satisfaction of any such claim or litigationDirect Claim) of the amount of actual Losses in connection therewith, shall, except with within five Business Days of the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof date when the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained remedy period set forth in this Section 2.7 shall not apply to amounts paid in settlement of any loss6.3(f) has expired or, claimif later, damage, liability or action if such settlement the date on which a disputed Direct Claim is effected without the consent of the indemnifying partyfinally resolved.

Procedures. Promptly (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by an indemnified party such Indemnified Party of written notice of the Third Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and the amount or method of computation of the amount of such claim (if known). Thereafter, the Indemnifying Party shall promptly provide such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is prejudiced by such failure. (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party assuming full responsibility for any Losses relating to the claim (subject to the limitations in Section 2.7 8.5) within 30 days of receipt of notice from the Indemnified Party of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticedThird Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel mutually selected by the Indemnifying Party and reasonably satisfactory to the partiesIndemnified Party. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, however, that an indemnified party if the named parties in any such Third Party Claim include both the Indemnified Party and the Indemnifying Party and representation of both Parties by the same counsel determined by qualified counsel to be inappropriate because one or more legal defenses available to such Indemnified Party is different from or additional to those available to the Indemnifying Party and is reasonably expected to create a conflict of interest between them, then such Indemnified Party may employ separate counsel to represent or defend it in any such Third Party Claim, and the Indemnifying Party shall be responsible for the fees and disbursements of such counsel. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses (together on a mutually convenient basis), pertinent records, materials and information, in each case in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Party. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with all other indemnified parties respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party assumes the defense of a Third Party Claim, no compromise or settlement of such Third Party Claim may be represented effected by the Indemnifying Party without conflict the Indemnified Party’s prior written consent unless (A) there is no finding or admission of any violation of applicable Law or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by one counselthe Indemnifying Party; and (C) the Indemnified Party shall have no liability with respect to such compromise or settlement. Notwithstanding the right foregoing, the Indemnifying Party shall not be entitled to retain one separate counsel, with assume the reasonable defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party. (c) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be paid by collected from such Indemnified Party, the indemnifying party, if representation Indemnified Party shall deliver notice of such indemnified party by claim promptly to the counsel retained by Indemnifying Party, describing in reasonable detail the indemnifying party would be inappropriate due facts giving rise to actual any claim for indemnification hereunder and the amount or potential differing interests between method of computation of the amount of such indemnified party and any claim (if known). Thereafter, the Indemnifying Party shall promptly provide such other party represented by such counsel in such proceedinginformation with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver written notice provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the indemnifying party within extent that the Indemnifying Party is prejudiced by such failure. (d) For purposes of determining the amount of any Excluded Liability described in Section 2.4(j) in any case in which a reasonable time Tax is assessed with respect to a taxable period that includes the Closing Date (but does not begin on that day) the Taxes, if any, attributable to the taxable period of EMS Brazil beginning before and ending on or after the Closing Date shall be apportioned (i) to the Seller, for the amount of such Taxes that is attributable to the Pre-Closing Tax Period, and (ii) to the Buyer, for the amount of such Taxes that is attributable to the Post-Closing Tax Period. Any allocation of income or deductions required to determine any Taxes attributable to the Pre-Closing Tax Period and the Post-Closing Tax Period shall be made (i) in the case of income Taxes or Taxes based on or related to income or receipts or any sales or use Tax, by means of a closing of books and records of EMS Brazil as of the commencement of any such actionday preceding the Closing Date, if prejudicial to its ability to defend such actionprovided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall relieve such indemnifying party of any liability be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the indemnified party under this Section 2.7number of days in each such period, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, and (ii) in the defense case of any such claim or litigationother Taxes, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of on a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyper diem basis.

Procedures. Promptly after the receipt by an indemnified party any Person seeking indemnification under this Section 2.7 Article 21 (the "Indemnified Party") of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a "Third Party Claim"), the indemnifying party Indemnified Party shall have give written notice (the right to participate in, and, "Indemnification Notice") to the extent Party from which indemnification is sought (the indemnifying party so desires"Indemnifying Party"), jointly and shall thereafter keep the Indemnifying Party reasonably informed with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesrespect thereto; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall have not relieve the right Indemnifying Party of any of its obligations hereunder, except to retain one separate counsel, with the reasonable fees and expenses to be paid by extent that the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented Indemnifying Party is materially prejudiced by such counsel in such proceedingfailure. The failure Indemnifying Party shall be entitled to deliver assume the defense of any Third Party Claim by written notice to the indemnifying party Indemnified Party of such intention given within a reasonable time thirty (30) days after the receipt by the Indemnifying Party of the commencement of any such actionIndemnification Notice; provided, if prejudicial to its ability to defend such actionhowever, that counsel selected by the Indemnifying Party shall relieve such indemnifying party of any liability be reasonably satisfactory to the indemnified party under this Section 2.7, but Indemnified Party. The Indemnifying Party shall be liable for the omission so to deliver written notice to fees and expenses of counsel employed by the indemnifying party will Indemnified Party for any period during which the Indemnifying Party has not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such claim Third Party Claim as provided above). If the Indemnifying Party shall assume the defense of the Third Party Claim, then the Indemnifying Party shall not compromise or litigation, shall, except with settle such Third Party Claim without the prior written consent of each indemnified partythe Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to entry of any judgment or enter into any settlement which that (a) does not include include, as an unconditional term thereof thereof, the giving by the claimant or the plaintiff to such indemnified party of a release of the Indemnified Party from all liability in with respect to such claim Third Party Claim or litigation(b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. The indemnity agreements contained As long as the Indemnifying Party is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Indemnifying Party of the defense of any Third Party Claim as provided in this Section 2.7 21.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that the Indemnifying Party controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Indemnifying Party and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of the Indemnifying Party; provided that the Indemnifying Party shall not apply be obligated to amounts paid in settlement pay the expenses of any lossmore than one separate counsel for all Indemnified Parties, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partytaken together.

Procedures. Promptly after receipt by an indemnified party Any Person entitled to indemnification under this Section 2.7 Article II shall, promptly after the receipt of notice of the commencement of any action (including any governmental action), investigation, claim or other proceeding against such indemnified party will, if a claim in respect thereof is to of which indemnity may be made against any sought from an indemnifying party under this Section 2.7Article II, deliver to notify the indemnifying party a written notice in writing of the commencement thereof and thereof. The omission of any indemnified party so to notify an indemnifying party of any such action shall not relieve the indemnifying party from any liability which it may have to such indemnified party under this Article II unless, and only to the extent that, such omission results in the indemnifying party's forfeiture of substantive rights or defenses or the indemnifying party is otherwise irrevocably prejudiced in defending such proceeding. In case any such action, claim or other proceeding shall be brought against any indemnified party for which indemnification is claimed pursuant to Section 2.1, and it shall notify the Company of the commencement thereof, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to the Company; PROVIDED, that any such indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which both the Company, on the one hand, and an indemnified party, on the other hand, is, or is reasonably likely to become, a party, such indemnified party shall have the right to participate inemploy separate counsel at the Company's expense and to control its own defense of such action, andclaim or proceeding if, to (a) the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, Company has failed to assume the defense thereof with and employ counsel mutually satisfactory as provided herein, (b) the Company has agreed in writing to pay such fees and expenses of separate counsel or (c) in the parties; providedreasonable opinion of counsel to such indemnified party, howevera conflict or likely conflict exists between the Company, on the one hand, and such indemnified party, on the other hand, that an indemnified party would make such separate representation advisable; PROVIDED, HOWEVER, that the Company shall not in any event be required to pay the fees and expenses of more than one separate counsel (together with all other indemnified parties which may be represented without conflict and if deemed necessary by one counsel) shall have the right to retain one such separate counsel, with appropriate local counsel who shall report to such separate counsel). The Company shall not, without the reasonable fees and expenses prior written consent of an indemnified party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if such indemnified party is a party thereto or has been actually threatened to be paid by the indemnifying partymade a party thereto) unless such settlement, if representation compromise or consent includes an unconditional release of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual from all liability arising or potential differing interests between that may arise out of such indemnified party and any other party represented by such counsel in such claim, action or proceeding. The failure rights accorded to deliver written notice indemnified parties hereunder shall be in addition to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability rights that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partymay have at common law, in the defense of any such claim by separate agreement or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyotherwise.

Procedures. Promptly after receipt by an indemnified (a) Any party seeking indemnification under this Section 2.7 of notice of Article XI (an “Indemnified Person”) shall notify the commencement party from whom indemnification is being sought (an “Indemnifying Person”) in writing of any action facts or circumstances (including any governmental actionaction against such Indemnified Person) in respect of which any Indemnifying Person is or may be obligated to provide indemnification hereunder promptly after the receipt of notice or knowledge thereof. Such notice shall set forth in reasonable detail the facts and circumstances giving rise to such claim, the basis for indemnification and the good faith estimated amount of Losses for which indemnification is sought. The failure of any Indemnified Person to notify any Indemnifying Person shall not relieve any Indemnifying Person from any Liability which it may have to such Indemnified Person under this Article XI, unless and to the extent the failure to so notify materially prejudices the Indemnifying Person. If the Indemnifying Person has timely disputed its indemnity obligation for any Losses with respect to such claim, the Parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within thirty (30) days after delivery of the notice by the Indemnifying Person, such dispute shall be resolved by arbitration pursuant to Section 13.4. (b) In the case of any claim for indemnification under this Article XI that involves a third party (a “Third Party Claim”), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall Indemnifying Person will have the right to participate in, and, to the extent the indemnifying party Indemnifying Person so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof thereof, with counsel mutually reasonably satisfactory to the parties; providedIndemnified Person. However, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall the Indemnified Person will have the right to retain one separate counselcounsel and to participate in the defense thereof at its sole cost and expense, with except that the reasonable documented fees and expenses to of such counsel shall be paid by the indemnifying party, Indemnifying Person if representation of such indemnified party Indemnified Person by the counsel retained by the indemnifying party Indemnifying Person would be be, based on the opinion of counsel, inappropriate due to an actual or potential differing interests conflict of interest between such indemnified party Indemnified Person and any other party represented by such counsel in such proceedingAction. To the extent the Indemnified Person is entitled to indemnification hereunder in such matter, the Indemnifying Person will be responsible for the expenses of such defense even if the Indemnifying Person does not elect to assume such defense. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, Indemnifying Person shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shallnot, except with the consent of each indemnified partythe Indemnified Person (not to be unreasonably withheld, delayed or conditioned), consent to the entry of any judgment or enter into any settlement which does not include as an unconditional a term thereof the giving by unconditional release of the claimant or plaintiff to such indemnified party Indemnified Person of a release from all liability in respect to of such claim Third Party Claim or litigation. The indemnity agreements contained in this Section 2.7 Indemnified Person shall not apply settle or compromise, or offer to amounts paid in settlement of settle or compromise any loss, claim, damage, liability or action if such settlement is effected Third Party Claim without the prior written consent of the indemnifying partyIndemnifying Person (not to be unreasonably withheld, delayed or conditioned). Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (c) As soon as a claim is ascertained in accordance with this Section 10.5, the Indemnified Person may, at its sole discretion by written notice to any Seller, such Indemnifying Person shall reimburse the Indemnified Person for, with five (5) business days of such claim, any expenses paid or incurred by the Indemnified Person.

Procedures. Promptly after (1) Prior to the generation of new receivables, the Cooperative will provide to Statesman information concerning customers to which the Cooperative plans to sell merchandise or render a service which will result in the creation of a Wholesale Account. Statesman will review the information and determine in its sole and absolute discretion the terms under which the Cooperative may sell to the customer such that Statesman will purchase the resulting Wholesale Account (the "Statesman Approval"). Any customer which has been approved by Statesman will hereinafter be referred to as an "Approved Wholesale Account." Statesman will notify the Cooperative in writing of its decision. (2) Not later than 10:00 a.m. (Richmond, Virginia, time) on each Business Day, the Cooperative will provide to Statesman information on Approved Wholesale Accounts being offered to Statesman for purchase. This information shall include all information which Statesman may reasonably request and shall be in a form satisfactory to Statesman. (3) Not later than 12 noon (Richmond, Virginia, time) on the same Business Day, Statesman will confirm to the Cooperative those Approved Wholesale Accounts it is purchasing and will prepare and deliver its check drawn on Crestar Bank, Richmond, Virginia, or other bank satisfactory to the Cooperative, or make an ACH transfer or wire transfer, for the face amount of the Wholesale Accounts which Statesman is purchasing less any amount to be placed in the Wholesale Reserve Account pursuant to Section 4.04 and less the Purchase Discount for Wholesale Accounts. Statesman may choose not to pay for any Wholesale Account evidenced by a promissory note or other instrument unless such note or other instrument has been endorsed and delivered to Statesman. (4) For purposes of this Article IV, the Purchase Discount for Wholesale Accounts shall be the product obtained by multiplying the outstanding balance of the Wholesale Accounts being purchased by (i) the average Historical Charge Off Percentage of the Cooperative for Wholesale Accounts for the three preceding fiscal years times (ii) the sum of 1 plus the Average Total Delinquency Percentage Variance for Wholesale Accounts, plus the anticipated net interest charges for the current month relating to the outstanding purchased Wholesale Accounts. Such amount shall be computed according to the following formula: Discount = Wholesale Accounts being purchased x [(aHCO%) x (1 + ADV)] + AIC where aHCO% = average Historical Charge Off Percentage for Wholesale Accounts for the three preceding fiscal years which for purposes of this calculation shall not be less than .35% or such other percentage as may be from time to time agreed to by the Cooperative and Statesman. ADV = Average Total Delinquency Percentage Variance for Wholesale Accounts. AIC = the amount by which the anticipated interest charges for the current month for borrowings relating to outstanding Wholesale Accounts purchased by Statesman exceed the finance charges anticipated to be collected during such month by Statesman on Wholesale Accounts. (5) Upon receipt of such payment, the Cooperative shall sell, assign, and convey to Statesman and without any further action on its part, shall be deemed to have sold, assigned and conveyed to Statesman each such Approved Wholesale Account, and all of the Cooperative's interest in the goods represented by such Wholesale Accounts and in all goods that may be returned by customers obligated on such Wholesale Accounts, all its rights as an indemnified party under this Section 2.7 unpaid vendor or lienor, all its rights of notice stoppage in transit, replevin and reclamation relating thereto, all its rights in and to all security therefor and guarantees thereof, and guarantees thereto, all of its rights against third parties with respect thereto, and all other proceeds thereof, cash or non-cash. Any goods so recovered or returned shall be segregated in a manner acceptable to Statesman and held for Statesman's account as owner. The Cooperative shall notify Statesman promptly of all such returned or recovered goods. (6) Statesman may at any time and from time to time revoke the Statesman Approval with respect to any customer of the Cooperative or reduce the amount of Wholesale Accounts owing from such customer which it will purchase from the Cooperative or change the Repayment Term approved for such customer. It will promptly notify the Cooperative of its decision to revoke the Statesman Approval for any Wholesale Account, or to reduce the amount of such Account or change terms and Statesman shall not be obligated to purchase any Wholesale Account arising out of the delivery of any merchandise to or the commencement of any action (including any governmental action), service for such indemnified party will, if a claim in respect thereof obligor which occurs after such notice is to be made against any indemnifying party under this Section 2.7, deliver given to the indemnifying party a written notice Cooperative except as Statesman shall have otherwise agreed. The revocation or alteration of the commencement thereof and the indemnifying party Statesman Approval with respect to a customer shall have not affect the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of Cooperative to extend credit for merchandise or services to any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7customer, but all payments received from such customer shall be applied to earliest invoices first, and payments shall be applied to invoices included in Wholesale Accounts purchased by Statesman before they are applied to invoices arising after the omission so to deliver written notice to revocation or alteration of the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except Statesman Approval with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim customer or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent reduction of the indemnifying partyamount of credit approved for such customer.

Procedures. Promptly after receipt Any Person entitled to be indemnified hereunder for Indemnified Taxes, Indian JV Liabilities, Pre-Closing Workers’ Compensation Liabilities, FCC Indemnified Losses, NC Property Losses, Buyer Default Liabilities Indemnity, or any other indemnity obligations explicitly set forth in this Agreement (the “Indemnified Party”) when seeking such indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, including claims for indemnification due to a pending or threatened Proceeding by an indemnified party under this Section 2.7 of notice of the commencement of any action a third Person (including any governmental actionsuch pending or threatened Proceeding, a “Third Person Claim”), and shall include in such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, Claim Notice (to the extent practicable) the indemnifying party so desiresamount or the method of computation of the amount of such claim, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory and a reference to the partiesprovision of this Agreement; provided, however, that failure to give such timely notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced or harmed by such failure. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an indemnified party Indemnified Party shall be entitled under this Article IX shall be determined: (together with i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. If the Indemnitor objects to all other indemnified parties which or any part of such indemnification claim, the Indemnified Party will be free to pursue such remedies as may be represented without conflict by one counsel) available to it under this Agreement. The judgment of a court shall be deemed final when the time for appeal, if any, shall have the right to retain one separate counsel, with the reasonable fees expired and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual no appeal shall have been taken or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, when all appeals taken shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partybeen finally determined.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver i) Subject to the indemnifying party proviso to clause (a) above, the Borrower may from time to time solicit Discounted Prepayment Offers in the form of a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict Discounted Prepayment Offer Solicitation by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written providing notice to the indemnifying party within applicable Administrative Agent at least three (3) Business Days (unless a reasonable time shorter notice period is agreed to by such Administrative Agent in its sole discretion) in advance of the commencement proposed Discounted Prepayment Offer Solicitation; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate principal amount of Term Loans subject to a discounted prepayment offer solicitation in accordance with clause (iv) below (the “Target Discounted Prepayment Amount”), the Class or Classes of Term Loans subject to such offer and the maximum prepayment price (expressed as a percentage of principal amount) of each relevant Class of Term Loans at which the Borrower is willing to prepay such Term Loans (the “Maximum Prepayment Price”) (it being understood that different Maximum Prepayment Prices and Target Discounted Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each offer will be treated as a separate offer pursuant to the terms of this Section 2.16), (III) the Target Discounted Prepayment Amount shall be in an aggregate amount not less than $25,000,000 and whole increments of $1,000,000 in excess thereof (or the remaining outstanding amount of such Class of Term Loans) and (IV) subject to clause (h) below, each such solicitation by the Borrower shall remain outstanding through the Discounted Prepayment Response Date. Each applicable Administrative Agent will promptly provide each Lender holding the applicable Class of Term Loans with a copy of such Discounted Prepayment Offer Solicitation and a form of the Discounted Prepayment Offer to be submitted by a responding Lender to the applicable Administrative Agent no later than the Discounted Prepayment Response Date. Except in the case of any amendment or modification of a Discounted Prepayment Offer Solicitation as set forth in Section 2.16(h) below, each Lender’s Discounted Prepayment Offer shall be irrevocable and shall specify a minimum prepayment price (expressed as a percentage of principal amount), which shall be at or below the Maximum Prepayment Price (the “Submitted Prepayment Price”) at which such actionLender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable Class and the maximum aggregate principal amount and Class of such Lender’s Term Loans subject to a discounted prepayment offer in accordance with clause (d) below (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Prepayment Price. Each Lender may only submit one Discounted Prepayment Offer, but each Discounted Prepayment Offer may contain up to three offers, with each such offer specifying a Submitted Prepayment Price for the applicable Class or Classes of Term Loans and a corresponding Submitted Amount therefor (each such offer, a “Tiered Offer”), only one of which may result in a Qualifying Offer. Any Lender whose Discounted Prepayment Offer is not received by the Administrative Agent by the Discounted Prepayment Response Date shall be deemed to have declined to make a Discounted Prepayment Offer and to have declined to accept a Discounted Prepayment of any of its Term Loans at any prepayment price at or below the Maximum Prepayment Price. (ii) The applicable Administrative Agent shall promptly, following a request by the Borrower, advise the Borrower and, in any event, no later than the first Business Day following a Discounted Prepayment Response Date, of all Discounted Prepayment Offers. The applicable Administrative Agent shall review all Discounted Prepayment Offers received at or before the applicable Discounted Prepayment Response Date and shall determine (subject to the approval of the Borrower and subject to the rounding requirements of the applicable Administrative Agent made in its reasonable discretion) the Clearing Prepayment Price and the Class(es) of Term Loans to be prepaid at such Clearing Prepayment Price in accordance with this Section 2.16. As used herein, the “Clearing Prepayment Price” shall be the lowest prepayment price at or below the Maximum Prepayment Price that yields a Discounted Prepayment in an aggregate principal amount equal to the lower of (x) the Target Discounted Prepayment Amount and (y) the sum of all Submitted Amounts. Each Lender that has submitted a Discounted Prepayment Offer to accept prepayment at a prepayment price that is at or below the Clearing Prepayment Price with respect to one or more Classes of Term Loans (each, a “Qualifying Offer”) shall be deemed to have irrevocably consented to the prepayment of such Class or Classes or Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (iii)) at the Clearing Prepayment Price (each such Lender, a “Participating Lender”). If a Participating Lender has submitted a Discounted Prepayment Offer containing Tiered Offers for the applicable Class or Classes of Term Loans at different Submitted Prepayment Prices, only the Tiered Offer with the highest Submitted Prepayment Price that is equal to or less than the Clearing Prepayment Price will be deemed to be the Discounted Prepayment Offer of such Participating Lender. (iii) Subject to clause (h) below, if prejudicial to its ability to defend there is at least one Participating Lender, the Borrower will prepay the Submitted Amount of the applicable Class(es) of each Participating Lender at the Clearing Prepayment Price for such actionClass(es); provided that if the Submitted Amount by all Participating Lenders offered at a prepayment price at or below the Clearing Prepayment Price exceeds the Target Discounted Prepayment Amount for the applicable Class(es), shall relieve such indemnifying party prepayment of any liability the principal amount of the relevant Class(es) of Term Loans for those Participating Lenders whose Submitted Prepayment Price is equal to the indemnified party under this Section 2.7Clearing Prepayment Price (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender for such Class, but and the omission so applicable Administrative Agent (subject to deliver written the approval of the Borrower and subject to rounding requirements of the applicable Administrative Agent made in its reasonable discretion) will calculate such proration (the “Discounted Prepayment Proration”). Unless a Discounted Prepayment Offer Solicitation is withdrawn in accordance with clause (h) below, promptly, and in any case within five (5) Business Days following the Discounted Prepayment Response Date, (I) the Borrower shall notify the applicable Administrative Agent of the Discounted Prepayment Effective Date, (II) such Administrative Agent shall notify each Lender of the Discounted Prepayment Effective Date, the Clearing Prepayment Price for each Class of Term Loans, and the aggregate principal amount of the Discounted Prepayment and each Class of Term Loans to be prepaid at the Clearing Prepayment Price on such date (the “Clearing Prepayment Price Notice”), and (III) such Administrative Agent shall notify each Participating Lender of the aggregate principal amount of each Class of Term Loans of such Lender to be prepaid at the Clearing Prepayment Price on such date. Each determination by the Borrower of the amounts stated in the foregoing notices to the Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving Lenders shall be due and payable by the claimant or plaintiff Borrower on the Discounted Prepayment Effective Date in accordance with clause (d) below (subject to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyclause (h) below).

Procedures. Promptly after receipt If any legal action governed by an indemnified party under this Section 2.7 of 21 is commenced against an Indemnitee, prompt written notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to shall be made against any indemnifying party under this Section 2.7, deliver given to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesparty; provided, however, that an failure to give prompt notice shall not reduce the indemnifying party's obligations under this Section 21 except to the extent it is prejudiced thereby. After such notice, if the indemnifying party shall acknowledge in writing to such Indemnitee that the right of indemnification under this Agreement applies with respect to such claim, then the indemnifying party shall be entitled, if it so elects, in a written notice delivered to the Indemnitee no later than ten (10) days prior to the date on which a response to such claim is due, to take control of the defense and investigation of such claim and to employ and engage attorneys of its sole choice, and reasonably satisfactory to the indemnified party, to handle and defend same, at the indemnifying party's expense. The Indemnitee shall cooperate in all reasonable respects with the indemnifying party (together with all and its attorneys in the investigation, trial, and defense of such claim and any appeal arising therefrom; provided, however, that the Indemnitee may, at its own expense, participate, through its attorneys or otherwise, in such investigation, trial, and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other indemnified parties than the payment of money by the indemnifying party shall be entered into by the indemnifying party without the prior written consent of the Indemnitee, which consent may be represented without conflict given or withheld in the Indemnitee's sole discretion, to the extent that it concerns equitable remedies or the Indemnitee's Confidential Information or proprietary technology. After notice by one counsel) the indemnifying party of its election to assume full control of the defense of any such claim, the Indemnitee shall not be liable to the indemnifying party for any legal expenses incurred thereafter by such indemnifying party in connection with the defense of that claim. If the indemnifying party does not assume full control over the defense of a claim subject to such defense as provided in this Section, the indemnifying party may participate in such defense, at its expense, and the Indemnitee shall have the right to retain one separate counsel, with defend and settle the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel claim in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that manner as it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partydeem appropriate, in at the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent expense of the indemnifying party.

Procedures. Promptly (i) In order for a Purchaser Indemnitee to be entitled to any indemnification for any claim with respect to Designated Matters Losses (each a “Designated Matters Claim”), Purchaser must notify Seller in writing (and in reasonable detail) of the Designated Matters Claim promptly after receipt by an indemnified party under this Section 2.7 such Purchaser Indemnitee of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof Designated Matters Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Seller Indemnitors shall have been actually and materially prejudiced as a result of such failure. Thereafter, Purchaser shall deliver to the Seller Indemnitors, promptly following the Purchaser Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Purchaser Indemnitee relating to the Designated Matters Claim. (ii) If a Designated Matters Claim is made against a Purchaser Indemnitee and the indemnifying party Purchaser Indemnitee affirms in writing that the Seller Indemnitors are required to indemnify the Purchaser Indemnitee under this Section 9.10 in respect of such Designated Matters Claim, the Seller Indemnitors shall be entitled to participate in the defense thereof and, after consultation with the other Parties to determine the most appropriate Party to defend such Designated Matters Claim, taking into consideration the reasonable business concerns of the Parties, upon the request of Purchaser shall assume the defense thereof with counsel selected by the Seller (not reasonably objected to by Purchaser). Should the Seller Indemnitors assume the defense of a Designated Matters Claim, the Seller Indemnitors shall not be liable to the Purchaser Indemnitees for any legal expenses subsequently incurred by the Purchaser Indemnitees in connection with the defense thereof. If the Seller Indemnitors assumes such defense, the Purchaser Indemnitees shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume in the defense thereof with and to employ counsel mutually satisfactory (not reasonably objected to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying partySeller), if representation of such indemnified party at its own expense, separate from the counsel employed by the counsel retained by Seller Indemnitors, it being understood that the indemnifying party would be inappropriate due to actual or potential differing interests between Seller Indemnitors shall control such indemnified party defense, and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement costs of any such actioncounsel shall not be included in Designated Matters Losses. If the Seller Indemnitors choose to, if prejudicial to its ability to or are requested by Purchaser to, defend such actionor prosecute a Designated Matters Claim, the Seller shall relieve such indemnifying party keep Purchaser reasonably apprised of any liability the status of the Designated Matters Claim and shall furnish Purchaser with copies of all notices and documents (including court papers) received by the Seller Indemnitors relating to the indemnified party under this Section 2.7Designated Matters Claim, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, and all Purchaser Indemnitees shall cooperate in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyprosecution thereof.

Procedures. Promptly You shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notice shall be given as soon as practicable after receipt by an indemnified party under this Section 2.7 you know of notice such claim and shall apprise the Company of the commencement nature of any action (including any governmental action), such indemnified party will, if a the claim in respect thereof and the date on which the claim is requested to be made against any indemnifying party under this Section 2.7, deliver paid. You agree not to pay the indemnifying party a written notice claim until the expiration of the commencement thereof thirty-day period following the date on which you notify the Company, or such shorter period ending on the date (1) To be expressed in up to three decimal places. For example, a combined federal, state and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation local marginal rate of such indemnified party by the counsel retained by the indemnifying party 56% would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to expressed as .560 the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except Taxes with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim are due (the "NOTICE PERIOD"). If the Company notifies you in writing prior to the expiration of the Notice Period that it desires to contest the claim, you shall: (i) give the Company any information reasonably requested by the Company relating to the claim; (ii) take such action in connection with the claim as the Company may reasonably request, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably acceptable to you; (iii) cooperate with the Company in good faith in contesting the claim; and (iv) permit the Company to participate in any proceedings relating to the claim. You shall permit the Company to control all proceedings related to the claim and, at its option, permit the Company to pursue or litigationforgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim. If requested by the Company, you agree either to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner and to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine; PROVIDED, HOWEVER, that, if the Company directs you to pay such claim and pursue a refund, the Company shall advance the amount of such payment to you on an after-tax and interest-free basis (the "ADVANCE"). The indemnity agreements contained Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and you shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. If the Company does not notify you in this Section 2.7 shall not apply writing prior to amounts paid in settlement the end of any loss, the Notice Period of its desire to contest the claim, damage, liability or action if such settlement is effected without the consent Company shall pay to you an additional Gross-Up Payment in respect of the indemnifying partyexcess parachute payments that are the subject of the claim, and you agree to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Procedures. Promptly after receipt (a) Any claim under Section 9.2 or Section 9.3 shall be made in a ----------- ----------- written statement signed by an indemnified the party under this Section 2.7 seeking indemnification which shall specify in reasonable detail each individual item of notice Indemnifiable Loss and the estimated amount thereof, the date such item was claimed or the facts giving rise to such claim were discovered, the basis for any alleged liability and the nature of the commencement of any action breach or claim to which each such item is related . (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to b) If the indemnifying party a written notice does not pay the amount specified in any such statement within thirty (30) days after it has been delivered by the party seeking indemnification, the party seeking indemnification may enforce its right in accordance with law. (c) The party seeking indemnification in respect of the commencement thereof and any third party claim shall give the indemnifying party shall have the right prompt notice of any Proceeding which might give rise to participate in, and, to the extent liability of the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesfor indemnification hereunder; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right failure to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by give the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written prompt notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall will not relieve such indemnifying party of any liability to the indemnified party hereunder, except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to give such notice. If the indemnifying party contests any third party claim, it will have the option to defend, at the indemnifying party's expense, any such matter, provided that the indemnified party shall have the right, at its own cost and expense, to participate in the defense of such claim or, if the indemnifying party elects not to defend the claim, to conduct the defense on its own behalf. If the indemnifying party conducts the defense of a claim, neither party will enter into any settlement agreement without the other party's consent; provided, that the indemnified party shall not -------- object to any proposed settlement which requires only the payment of money by the indemnifying party and does not involve any admissions or stipulations by the indemnified party or any injunctive or similar relief or any other contractual obligations affecting the indemnified party or its business and operations. The indemnified party shall cooperate with the indemnifying party in the defense, compromise or settlement of any claim for which indemnification is sought. If the indemnifying party elects not to conduct the defense of such claim, the indemnified party shall be permitted to settle or compromise any such claim on such terms as it deems appropriate and such settlement or compromise shall not prejudice its rights to indemnification hereunder. (d) Notwithstanding Section 9.5(c), if an indemnified party determines -------------- in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary Indemnifiable Losses for which it would be entitled to indemnification under this Section 2.7Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the omission so to deliver written notice to the indemnifying party will not relieve it of be bound by any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party determination of a release from all liability in respect to such claim Proceeding so defended or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in any compromise or settlement of any loss, claim, damage, liability or action if such settlement is effected without its consent (which may not be unreasonably withheld). (e) A claim for indemnification for any matter not involving a third- party claim may be asserted by notice to the consent of the indemnifying partyparty from whom indemnification is sought.

Procedures. Promptly after receipt by If (i) any Stockholders Event of Breach occurs or is alleged and a UAG Indemnified Party asserts that the Stockholders have become obligated to a UAG Indemnified Party pursuant to SECTION 9.1, or if any Stockholder's Third Party Claim is begun, made or instituted as a result of which the Stockholders may become obligated to a UAG Indemnified Party hereunder, or (ii) a UAG Event of Breach occurs or is alleged and a Stockholder Indemnified Party asserts that UAG has become obligated to a Stockholder Indemnified Party pursuant to SECTION 9.2, or if any UAG Third Party Claim is begun, made or instituted as a result of which UAG may become obligated to a Stockholder Indemnified Party hereunder (for purposes of this ARTICLE 9, any UAG Indemnified Party and any Stockholder Indemnified Party is sometimes referred to as an indemnified party under this Section 2.7 of notice of "Indemnified Party" and UAG and the commencement of Stockholders are sometimes referred to as an "Indemnifying Party," and any action (including UAG Third Party Claim and any governmental actionStockholders Third Party Claim is sometimes referred to as a "Third Party Claim," in each case as the context so requires), such indemnified party willIndemnified Party shall give written notice to the Indemnifying Party of its or his obligation to provide indemnification hereunder, if provided that any failure to so notify the Indemnifying Party shall not relieve them from any liability that it or he may have to the Indemnified Party under this ARTICLE 9. If such notice relates to a claim in respect thereof is Third Party Claim, each Indemnifying Party, jointly and severally, agrees to be made defend, contest or otherwise protect such Indemnified Party against any indemnifying party under this Section 2.7such Third Party Claim at his or its sole cost and expense. Such Indemnified Party shall have the right, deliver but not the obligation, to participate at its own expense in the defense thereof by counsel of such Indemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party to the indemnifying party a written notice of extent reasonably possible. If the commencement thereof and the indemnifying party Indemnifying Party fails timely to defend, contest or otherwise protect against such Third Party Claim, such Indemnified Party shall have the right to participate indo so, andincluding, to the extent the indemnifying party so desireswithout limitation, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counselmake any compromise or settlement thereof, with and such Indemnified Party shall be entitled to recover the reasonable fees entire Cost thereof from the Indemnifying Party, including, without limitation, attorneys' fees, disbursements and expenses amounts paid (or of which such Indemnified Party has become obligated to be paid pay) as the result of such Third Party Claim. Failure by the indemnifying party, if representation Indemnifying Party to notify such Indemnified Party of its or their election to defend any such indemnified party Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the counsel retained by the indemnifying party would be inappropriate due to actual Indemnifying Party of its or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability their right to defend such actionThird Party Claim. If the Indemnifying Party assumes the defense of the particular Third Party Claim, the Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partynot, in the defense of any such claim or litigation, shall, except with the consent of each indemnified partyThird Party Claim, consent to entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party. In addition, the Indemnifying Party shall not enter into any settlement of any Third Party Claim (except with the written consent of such Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party of Indemnified Party a full release from all liability in respect to of such claim or litigationThird Party Claim. The indemnity agreements contained in this Section 2.7 Notwithstanding the foregoing, the Indemnifying Party shall not apply be entitled to amounts paid control (but shall be entitled to participate at their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any lossThird Party Claim to the extent the Third Party Claim seeks an order, claiminjunction or other equitable relief against the Indemnified Party which, damageif successful, liability could materially interfere with the business, operations, assets, condition (financial or action if such settlement is effected without the consent otherwise) or prospects of the indemnifying partyIndemnified Party.

Procedures. Promptly Within ten (10) Business Days after receipt by an indemnified party under this Section 2.7 of notice the completion of the commencement selection of any action the arbitration tribunal in accordance with Section 11.7(d) (including any governmental actionthe “Arbitration Tribunal”), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, each of CLI and LCC shall deliver to the indemnifying party Arbitration Tribunal and to each other a written notice setting forth each issue (the “Arbitration Tribunal Issue”) to be presented to the panel and the resolution of each Arbitration Tribunal Issue that it wishes the panel to reach on a word for word basis (a “Decision Proposal”), together with any information that it wishes for the panel to consider in connection with its resolution of the commencement thereof Arbitration Tribunal Issues. Within ten (10) Business Days after the providing of the Decision Proposals, a hearing of the Arbitration Tribunal with the Parties (the “Hearing”) shall take place at a mutually acceptable time and place. At such time, the indemnifying party Parties shall have the right opportunity to participate indiscuss fully between themselves and the Arbitration Tribunal, andthe content of such Decision Proposal and the information presented by both Parties in connection therewith. Each Party shall have the opportunity to modify their respective Decision Proposals in any manner such Party wishes for any reason, including in reaction to the extent information presented at such Hearing. Any such modifications shall be discussed so that when a Party changes its Decision Proposal, it shall do so with full knowledge of the indemnifying party so desirescontent of the other Party’s revised Decision Proposal. The finalization of such Decision Proposals shall take place at such Hearing unless the Parties agree otherwise. Except as otherwise set forth herein, jointly the Arbitration Tribunal shall render its decision within five (5) Business Days after the Hearing. In reaching such decision with respect to each Arbitration Tribunal Issue, the Arbitration Tribunal shall be required to select the resolution with respect to such Issue set forth in the Decision Proposal by one of the Parties, and shall have no authority to reach any other indemnifying party similarly noticedresolution not set forth in the Decision Proposal by one of the Parties. The Parties shall be entitled to no period for discovery, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that the Arbitration Tribunal may permit document discovery upon a showing of good cause. All direct testimony shall be offered by way of affidavit. The Party submitting an indemnified party affidavit shall make the affiant available for cross-examination before the Arbitration Tribunal. The Parties waive any Claim to any Damages excluded by Section 11.12 and the Arbitration Tribunal is specifically divested of any power to award such Damages. All decisions of the Arbitration Tribunal shall be pursuant to a majority vote. Any interim or final award shall be rendered by written decision. The judgment of the Arbitration Tribunal shall be final and binding (together with all other indemnified parties which i.e., not subject to appeal) on the Parties and that an arbitration award may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual entered in any state or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyfederal court having jurisdiction thereof.

Procedures. Promptly after receipt The Company hereby agrees to deliver to the Voting Representatives a written notice (“Election Notice”) at least fourteen (14) days prior to (i) sending notice to the shareholders of the Company of any annual, special or other meeting of shareholders of the Company at which directors are to be elected (including the filling of any vacancy on the Board) and (ii) the delivery of any written consent to any shareholder of the Company to be utilized for the election of directors (including filling any vacancy on the Board), unless the Election Notice is waived by an indemnified party under this Section 2.7 such Voting Representatives. The Election Notice, unless so waived, shall state the time, place and date of any such shareholders meeting and the date notice of such shareholders meeting will be sent to the commencement shareholders of any action the Company (including any governmental action), the “Meeting Notice Date”) or the first date on which such indemnified party will, if a claim in respect thereof written consent is to be made against delivered to any indemnifying party under this Section 2.7, deliver shareholder of the Company (the “Consent Delivery Date”). At least two (2) days prior to the indemnifying party Meeting Notice Date or the Consent Delivery Date, as the case may be, the Voting Representative for each Eligible Designated Holder Group that is entitled to designate a director to fill a position on the Board to be filled at any such shareholders meeting or pursuant to such written consent shall designate in writing to the Company and the other Voting Representatives the designee of such Eligible Designated Holder Group who is its nominee to fill such position, and the Voting Representatives of all Eligible Designated Holder Groups shall designate in writing to the Company the Independent Director Designees they have selected to fill the positions on the Board to be filled by Independent Directors at any such shareholders meeting or pursuant to such written consent. If any such designation of a designee of an Eligible Designated Holder Group is not so received by the Company by such time, the position on the Board to be filled by the designee of such Eligible Designated Holder Group shall remain vacant until such position is filled by a designee of such Eligible Designated Holder Group. If any such designation of an Independent Director Designee is not so received by the Company by such time, the position on the Board to be filled by such Independent Director Designee shall remain vacant until such position is filled by an Independent Director Designee. With respect to all such designations timely received by the Company, the Company shall include in the notice of such shareholders meeting or in such written consent the commencement thereof name of each such designee and the indemnifying party name of the Eligible Designated Holder Group that designated such designee and identifying each Independent Director Designee. For so long as the Seller Designated Director Designee meets the Seller Designated Director Qualifications and has not been removed for Cause, the Company shall have include in the right notice of any shareholders meeting or in any written consent pursuant to participate in, and, to which the extent position on the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume Board held by the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses Seller Designated Director Designee is to be paid by filled the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time name of the commencement of any Seller Designated Director Designee as nominee for such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyposition.

Procedures. Promptly after receipt (a) In the event that any claim shall be asserted by an indemnified any third party under this Section 2.7 of notice of against the commencement of any action Buyer Indemnitees or Seller Indemnitees (including any governmental actionBuyer Indemnitees or Seller Indemnitees, as the case may be, hereinafter, the “Indemnitees”), such indemnified party willwhich, if sustained, would result in a claim in respect thereof is to be made against any indemnifying party under this Section 2.7Deficiency, deliver then the Indemnitees, as promptly as practicable after learning of such claim, shall notify the Indemnifying Party of such claim, and shall extend to the indemnifying party Indemnifying Party a written notice of reasonable opportunity to defend against such claim, at the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesIndemnifying Party’s sole expense; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall the Indemnifying Party proceeds in good faith, expeditiously and diligently. The Indemnitees shall, at their option and expense, have the right to retain one separate counsel, with the reasonable fees and expenses to be paid participate in any defense undertaken by the indemnifying party, if representation Indemnifying Party with legal counsel of such indemnified party their own selection. No settlement or compromise of any claim which may result in a Deficiency may be made by the counsel retained by Indemnifying Party without the indemnifying party would be inappropriate due prior written consent of the Indemnitees unless: (i) prior to actual such settlement or potential differing interests between such indemnified party compromise the Indemnifying Party acknowledges in writing its obligation to pay in full the amount of the settlement or compromise and all associated expenses; and (ii) the Indemnitees are furnished with a full release. (b) In the event that the Indemnitees assert the existence of any other party represented by such counsel in such proceeding. The failure to deliver Deficiency against the Indemnifying Party, they shall give written notice to the indemnifying party Indemnifying Party of the nature and amount of the Deficiency asserted. If the Indemnifying Party, within a reasonable time period of thirty (30) calendar days after receipt of the commencement of any such action, if prejudicial to its ability to defend such actionIndemnitees’ notice, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver not give written notice to the indemnifying party will not relieve it Indemnitees announcing its intent to contest such assertion of any liability the Indemnitees (such notice by the Indemnifying Party being hereinafter referred to as the “Contest Notice”), such assertion of the Indemnitees shall be deemed accepted and the amount of the Deficiency shall be deemed established. In the event, however, that it may have a Contest Notice is given to any indemnified party otherwise than under this Section 2.7. No indemnifying partythe Indemnitees within said 30-day period, then the contested assertion of a Deficiency shall be settled by arbitration to be held in the defense of any such claim or litigationSalt Lake City, shall, except Utah in accordance with the consent Commercial Rules of each indemnified partythe American Arbitration Association then existing. The determination of the arbitrator shall be delivered in writing to the Indemnifying Party and the Indemnitees and shall be final, consent binding and conclusive upon all of the parties hereto, and the amount of the Deficiency, if any, determined to entry of exist, shall be deemed established. (c) The Indemnitees and the Indemnifying Party may agree in writing, at any judgment or enter into any settlement which does not include time, as an unconditional term thereof to the giving by the claimant or plaintiff to such indemnified party existence and amount of a release from all liability in respect to Deficiency, and, upon the execution of such claim or litigation. The indemnity agreements contained in this Section 2.7 agreement, such Deficiency shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partybe deemed established.

Procedures. Promptly after receipt (i) If requested by the Collateral Agent upon the occurrence and during the continuance of an indemnified party Event of Default under this Section 2.7 of notice of the commencement of any action (including any governmental action)Credit Agreement, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, each Direct Investor shall deliver to the indemnifying party Collateral Agent, to be held for sale, or return in the event the Sale is not consummated, upon the terms of this Section 3, the Shares held by such Direct Investor, duly endorsed, together with a written notice power-of-attorney authorizing the Collateral Agent to sell or otherwise dispose of such shares pursuant to such Sale and to take all actions necessary, and to execute and deliver all documents necessary, to sell or otherwise dispose of the commencement thereof shares to be sold pursuant to such Sale. (ii) Each Direct Investor hereby agrees to cooperate in consummating the Sale, including, without limitation, by becoming a party to the sale agreement and all other appropriate related agreements, delivering any instruments for the indemnifying party shall have the right to participate inShares, andduly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent the indemnifying party so desires, jointly with a vote or consent is required) and taking any other indemnifying party similarly noticednecessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. (iii) Promptly after the consummation of the sale of shares of the Collateral Agent and each Direct Investor pursuant to assume this Section 3 the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party Collateral Agent (together with all other indemnified parties which may be represented without conflict by one counselx) shall have give notice thereof to each Direct Investor and (y) shall remit to each Direct Investor the right to retain one separate counsel, with total sales price of the reasonable fees and expenses to be paid by the indemnifying party, if representation Shares of such indemnified party by Direct Investor sold pursuant thereto (after deduction of each Direct Investor's proportionate share of (i) the counsel retained by the indemnifying party would be inappropriate due to actual expenses associated with such sale, (ii) amounts paid into escrow or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyheld back, in the defense reasonable determination of any such claim the Collateral Agent, for indemnification or litigationpost-closing expenses, shalland (iii) amounts subject to post-closing purchase price adjustments, except with based on the consent number of Shares sold by each indemnified party, consent Direct Investor in relation to entry the total number of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff shares being sold pursuant to such indemnified party of a release from all liability in respect to such claim or litigationthis Section 3). The indemnity agreements Notwithstanding anything contained in this Section 2.7 shall not apply 3, in the event that all or a portion of the purchase price of the shares being sold pursuant to amounts paid the Sale consists of non-cash consideration, the Collateral Agent may, at its option, cause to be delivered to each Direct Investor, in settlement lieu of any losssuch non-cash consideration allocable to the shares being sold pursuant to the Sale, claimcash in an amount equal to the fair market value of such non-cash consideration, damageas reasonably determined by the Collateral Agent; provided, liability or action that if such settlement is effected without non-cash consideration allocable to the consent shares being sold pursuant to the Sale may not in the opinion of the indemnifying partyCollateral Agent be transferred lawfully without a Direct Investor effecting a regulatory compliance (including, without limitation, preparation, registration or pre-registration of disclosure documentation), the fair market value of such non-cash consideration, as determined in good faith by Company's Board of Directors or equivalent, shall be paid to such Direct Investor in lieu of such non-cash consideration.

Procedures. Promptly (a) Any Indemnified Party shall notify the Indemnifying Party (with reasonable detail) promptly after receipt by an indemnified party it becomes aware of facts supporting a claim or action for indemnification under this Article VIII, and shall provide to the Indemnifying Party as soon as practicable thereafter all reasonable available information and documentation necessary to support and verify any Losses associated with such claim or action. Subject to Section 2.7 of notice of the commencement of any action (including any governmental action8.2(d)(iv), such indemnified party will, if a claim in respect thereof is the failure to be made against any indemnifying party under this Section 2.7, deliver so notify or provide information to the indemnifying party a written notice of the commencement thereof and the indemnifying party Indemnifying Party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it the Indemnifying Party of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyIndemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to give such notice, in which case the defense Indemnifying Party shall be relieved from its obligations hereunder to the extent of such material prejudice. The Indemnifying Party shall participate in and defend, contest or otherwise protect the Indemnified Party against any such claim or litigationaction by counsel of the Indemnifying Party’s choice at its sole cost and expense; provided, shallhowever, except with that the Indemnifying Party shall not make any settlement or compromise without the prior written consent of each indemnified partythe Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, consent to entry there is no admission or statement of any judgment fault or enter into any settlement which does not include as culpability on the part of the Indemnified Party and there is an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a release Indemnified Party from all liability in respect to on any claims that are the subject of such claim or litigationaction. The indemnity agreements contained Indemnified Party shall have the right, but not the obligation, to participate at its own expense in this Section 2.7 the defense thereof by counsel of the Indemnified Party’s choice and shall not apply in any event use its commercially reasonable efforts to cooperate with and assist the Indemnifying Party; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate counsel for the Indemnified Party if (i) the Indemnifying Party has agreed to pay such fees and expenses or (ii) counsel for the Indemnifying Party reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and the Indemnified Party shall be entitled to recover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid in settlement as the result of any losssuch suit, claimaction, damageinvestigation, liability claim or proceeding. (b) Any claim or action if such settlement is effected without for indemnification under Section 8.2(a)(i) (for Losses arising from, or relating to a breach of a representation or warranty set forth in Section 2.21) or Section 8.2(a)(iv), that requires remediation shall be administered in accordance with the consent of the indemnifying partyprocedures set forth on Schedule 8.3(b) hereto.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of (a) In the commencement event of any action (including any governmental action)Third Party Claim for indemnification under the terms of SECTION 10.1 or 10.2, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a Indemnitee shall give prompt written notice of such Third Party Claim to the commencement thereof and Company which may assume the indemnifying party defense thereof, provided that any delay or failure to so notify the Company shall relieve the Company of its obligations hereunder only to the extent, if at all, that it is materially prejudiced by reason of such delay or failure. The Indemnitee shall have the right to participate inapprove any counsel selected by the Company and to approve the terms of any proposed settlement, andsuch approval not to be unreasonably delayed or withheld (unless, in the case of approval of a proposed settlement, such settlement provides only, as to the Indemnitee, the payment of money damages actually paid by the Company and a complete release of the Indemnitee in respect of the Third Party Claim in question). Notwithstanding any of the foregoing to the contrary, the provisions of this ARTICLE X shall not be construed so as to provide for the indemnification of any Indemnitee for any liability to the extent (but only to the indemnifying party extent) that such indemnification would be in violation of applicable law or that such liability may not be waived, modified or limited under applicable law, but shall be construed so desiresas to effectuate the provisions of this ARTICLE X to the fullest extent permitted by law. (b) In the event that the Company undertakes the defense of any Third Party Claim, jointly the Company will keep the Indemnitee advised as to all material developments in connection with any other indemnifying party similarly noticedsuch Third Party Claim, including, but not limited to, promptly furnishing the Indemnitee with copies of all material documents filed or served in connection therewith. (c) In the event that the Company fails to assume the defense thereof with counsel mutually satisfactory to of any Third Party Claim within ten Business Days after receiving written notice thereof, the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) Indemnitee shall have the right, subject to the Company's right to retain one separate counselassume the defense pursuant to the provisions of this ARTICLE X, with to undertake the defense, compromise or settlement of such Third Party Claim for the account of the Company. Unless and until the Indemnitee assumes the defense of any Third Party Claim, the Company shall advance to the Indemnitee any of its reasonable attorneys' fees and other costs and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel incurred in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in connection with the defense of any such claim action or litigationproceeding. In addition, shallif the Indemnitee has notified the Company of its determination that such Third Party Claim may reasonably create a conflict between the positions of the Indemnitee and the Company, except then separate counsel shall be entitled to participate in and conduct such defense and the Company shall be liable for any reasonable legal or other expenses incurred by the Indemnitee in connection with such defense. Each Indemnitee shall agree in writing prior to any such advancement that, in the consent event he or it receives any such advance, such Indemnitee shall reimburse the Company for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this ARTICLE X. (d) In no event shall Company be required to pay in connection with any Third Party Claim for more than one firm of each indemnified partycounsel (and local counsel) to the Purchasers, consent to entry their Affiliates, directors, shareholders, officers, employees, agents and/or the legal representatives of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partythem.

Procedures. Promptly after receipt (a) In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by an any Person against the indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental actiona "Third Party Claim"), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to must notify the indemnifying party a written (the "indemnifying party") in writing (and in reasonable detail) of the Third Party Claim within 15 business days after receipt by such indemnified party of notice of the commencement thereof and Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnifying party shall have the right to participate in, and, indemnification provided hereunder except to the extent the indemnifying party so desires, jointly with any other shall have been actually prejudiced as a result of such failure (except that the indemnifying party similarly noticedshall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within five business days' time after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel mutually satisfactory selected by the indemnifying party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the parties; provided, however, that an indemnified party (together for any legal expenses subsequently incurred by the indemnified party in connection with all other the defense thereof. If the indemnifying party assumes such defense, the indemnified parties which may be represented without conflict by one counsel) party shall have the right to retain one separate participate in the defense thereof and to employ counsel, with at its own expense, separate from the reasonable fees and expenses to be paid counsel employed by the indemnifying party, if representation of such indemnified party by the counsel retained by it being understood that the indemnifying party would shall control such defense. The indemnifying party shall be inappropriate due to actual or potential differing interests between such liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party shall have failed to give notice of the Third Party Claim as provided above). If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and any other party represented by such counsel in such proceeding. The failure to deliver written notice (upon the indemnifying party's request) the provision to the indemnifying party within of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a reasonable time of the commencement mutually convenient basis to provide additional information and explanation of any such action, if prejudicial to its ability to defend such action, shall relieve such material provided hereunder. Whether or not the indemnifying party 35 assumes the defense of any liability to a Third Party Claim, the indemnified party under this Section 2.7shall not admit any liability with respect to, but or settle, compromise or discharge, such Third Party Claim without the omission so to deliver indemnifying party's prior written notice to consent (which consent shall not be unreasonably withheld). If the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in assumes the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such claim or litigationThird Party Claim, shall, except which releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise materially adversely affect the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party.

Procedures. Promptly after receipt by (a) In order to request a Borrowing, the Company shall provide the Co-Administrative Agents such Borrowing Request and/or Request Notice (a) in the case of a Term SOFR Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before a proposed Borrowing, and (b) in the case of an indemnified party under this Section 2.7 ABR Borrowing, not later than 11:00 a.m., New York City time, on the Business Day prior to the requested date of notice a proposed Borrowing. Each such Borrowing Request and/or Request Notice shall be irrevocable, shall be in the form of a written Borrowing Request and/or Request Notice delivered to the commencement of any action Co-Administrative Agents and shall specify the following information: (including any governmental action), such indemnified party will, if a claim in respect thereof i) whether the Borrowing then being requested is to be made against any indemnifying party under this Section 2.7, deliver to a Term SOFR Borrowing or an ABR Borrowing; (ii) the indemnifying party date of such Borrowing (which shall be a written notice Business Day); (iii) the number and location of the commencement thereof account to which funds are to be disbursed which shall be the DIP Funding Account; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Term SOFR Borrowing, the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly Interest Period with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesrespect thereto; provided, however, that that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.01 and Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an indemnified party ABR Borrowing. If no Interest Period with respect to any Term SOFR Borrowing is specified in any such notice, then the Company shall be deemed to have selected an Interest Period of one month’s duration. The Co-Administrative Agents shall promptly advise the applicable DIP Creditors of any notice given pursuant to this Section 2.03 (together with and the contents thereof), and of each DIP Creditor’s portion of the requested Borrowing. Each DIP Creditor shall make its applicable Loan and/or fund the principal amount of Notes for each Borrowing available to the Co-Administrative Agents not later than 12:00 p.m. (New York City time) on the Closing Date or a Delayed Draw Borrowing Date, as applicable, by wire transfer of same day funds in Dollars, at the principal office designated by the Co-Administrative Agents. Upon satisfaction or waiver of the applicable conditions precedent specified herein, the Co-Administrative Agents shall make the proceeds of such Loans and/or Notes, as applicable, available to the Company on the Closing Date or a Delayed Draw Borrowing Date, as applicable, by causing an amount of same day funds in Dollars equal to the proceeds of all other indemnified parties which such Loans and/or Notes, as appliable, received by the Co-Administrative Agents from the DIP Creditors to be credited to the account of the Company to such account as may be represented without conflict designated to the Co-Administrative Agents by one counselthe Company (or as otherwise indicated in the Request Notice or Borrowing Request). (b) All Borrowings shall have the right to retain one separate counselbe made first, with respect to all Tranche A Commitments until all Tranche A Commitments have been fully utilized and, thereafter, with respect to Tranche B Commitments. Borrowings of (a) Initial Term Loans and Initial Notes and (b) Delayed Draw Term Loans and Delayed Draw Notes borrowed or issued on the reasonable fees same Delayed Draw Borrowing Date shall in each case be made ratably as between the Commitments with respect to Loans and expenses Notes of the applicable Class and the Type to be paid by made or issued, as applicable, and the indemnifying partyInterest Periods and Types of all (x) Initial Term Loans and Initial Notes and (y) Delayed Draw Term Loans and Delayed Draw Notes borrowed or issued on the same Delayed Draw Borrowing Date shall in each case at all times be identical, if representation including with respect to any subsequent extensions or conversions thereof. (c) On each Delayed Draw Borrowing Date, Borrowings comprised of such indemnified party by Delayed Draw Term Loans and Delayed Draw Notes shall be made ratably between Delayed Draw Tranche A Loans and Delayed Draw Tranche A Notes (or Delayed Draw Tranche B Loans and Delayed Draw Tranche B Notes) and the counsel retained by the indemnifying party would aggregate principal amount of all Borrowings of Delayed Draw Term Loans and Delayed Draw Notes collectively on each Delayed Draw Borrowing Date shall be inappropriate due to actual in an integral multiple of $1,000,000, shall not be greater than $100,000,000 and shall not be less than $50,000,000, or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice shall be equal to the indemnifying party within a reasonable time remaining available balance of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyDelayed Draw Term Loan Commitments and Delayed Draw Note Commitments.

Procedures. Promptly after receipt by an indemnified party (a) All matters before the Arbitrator under this Section 2.7 Article shall be heard and determined in an expedited manner, provided that such expedition is reasonable under the circumstances. A proceeding under this Article may be commenced upon seventy­two (72) hours' written notice (or upon shorter notice if ordered by the Arbitrator) served upon the party against whom the proceeding is brought and filed with the Arbitrator. All such notices and all orders and notices issued and directed by the Arbitrator shall be served on the WNBA, counsel for the WNBA, the Players Association, counsel for the Players Association, and any counsel appearing for individual WNBA players or individual WNBA Teams. (b) In proceedings under this Article, the Arbitrator shall make findings of notice fact and award appropriate relief including, without limitation, damages and specific performance. The Arbitrator shall render an award as soon as practicable, and the award shall be accompanied by a written opinion. Notwithstanding the foregoing, if the Arbitrator determines that expedition so requires, the Arbitrator shall accompany the award with a written summary of the commencement of any action (including any governmental action)grounds upon which the award is based, such indemnified party will, if and a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a full written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which opinion may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party follow within a reasonable time thereafter. In no event shall the award and written opinion be issued more than thirty (30) days following the date upon which the record of the commencement proceeding is closed (or, where applicable, the date designated by the Arbitrator for the submission of any such actionpost­hearing briefs). (c) In proceedings under this Article, if prejudicial the Arbitrator shall have authority to its ability to defend such actionorder the production of documents, shall relieve such indemnifying party the conduct of any liability pre­hearing depositions, and the attendance of witnesses at the hearing with respect to the indemnified party WNBA and the Players Association, and/or any player or Team. The Arbitrator shall have the authority to compel the attendance of witnesses and the production of documents at any hearing within the jurisdiction of the Arbitrator in accordance with the New York C.P.L.R. (d) An award of the Arbitrator under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, Article shall, except with upon its issuance, constitute the consent full, final and complete disposition of each indemnified party, consent the dispute and shall be binding upon the parties to entry of this Agreement and upon any judgment player(s) or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. Team(s) involved. (e) The indemnity agreements contained in this Section 2.7 Arbitrator shall not apply have jurisdiction or authority to amounts paid add to, detract from, or alter in settlement any way the provisions of this Agreement or any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyPlayer Contract.

Procedures. Promptly after receipt by an indemnified party 17.3.1 The number of days indicated at each level of this procedure shall be considered maximum and every effort shall be made to expedite the process. 17.3.2 Grievance proceedings shall be kept informal at all levels of this procedure. 17.3.3 If the College fails to comply in writing or with its time limit requirements as set forth under this Section 2.7 of notice any of the commencement procedure steps, the grievance shall be considered automatically appealed to the next level of the procedure. 17.3.4 If the grievant fails to comply with the grievant’s time limit requirements as set forth under any of the procedure’s steps, the grievance shall be considered null and void. 17.3.5 The time limits set forth herein may be extended provided the extension has been mutually agreed upon in writing by the parties. 17.3.6 A grievance shall not be considered unless the grievant initiates the grievance no later than fifteen (15) days after the grievant knew or reasonably should have known of the action (including any governmental action)which precipitated the grievance and contains, such indemnified party willat a minimum, if a claim in respect thereof what contractual provision(s) of this collective bargaining agreement is alleged to have been violated, the facts constituting the alleged violation, the date of the incident giving rise to the grievance and the relief requested. 17.3.7 No reprisal or retaliation shall be made taken against any indemnifying party under person who participates in this Section 2.7, deliver to procedure. 17.3.8 A grievant may be accompanied and represented by the indemnifying party a written notice of the commencement thereof Union and the indemnifying charged party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented by a person of the party’s choice at any hearing or meeting conducted under this procedure. 17.3.9 The parties agree to make good faith efforts to exchange information in order to expedite the process. 17.3.10 An employee, acting individually, may present a grievance without conflict the intervention of the Union provided the grievance has been processed in accordance with this procedure. The grievant shall be responsible for notifying the Union in writing that a grievance is being filed. At any hearing or meeting related to a grievance brought individually by one counsel) an employee, the Union shall be afforded the opportunity to be present and make its views known. Any adjustment made shall be consistent with the provisions of this Agreement. 17.3.11 If a grievance affects a group of two or more employees or involves a decision or action by the College which has a departmental or College- wide impact, the Union may submit the grievance on behalf of the affected employees at Level 2 of this procedure. The parties may submit this grievance at Level 1 if the affected employees have the right same supervisor. 17.3.12 All documents related to retain one a grievance shall be maintained in a separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceedinggrievance file. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which This provision does not include as an unconditional term thereof disciplinary actions and/or documents that are the giving subject of a grievance. 17.3.13 Unless otherwise agreed to by the claimant or plaintiff to such indemnified party of a release from parties, grievances shall be processed at times other than during scheduled workload hours. 17.3.14 Except for informal decisions at ▇▇▇▇▇ ▇, all liability decisions shall be submitted in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent writing at each step of the indemnifying partygrievance procedure and the decision shall be submitted to both the grievant and the Union. 17.3.15 Grievances shall be filed on forms approved by the parties. 17.3.16 The parties shall maintain confidentiality for all grievance proceedings and for documents required by law to be kept confidential.

Procedures. Promptly If Purchaser seeks indemnification under this Article X, it shall give notice ("Claim Notice") to Seller of the basis of the claim (the "Claim") (i) within a reasonable time after discovery of the facts and (ii) in any event, within the time periods set forth in Section 10.1, provided that the failure to give such notice shall not relieve Seller of any liability hereunder except to the extent that Seller is materially adversely prejudiced by such failure. Seller shall give notice to Purchaser within fifteen (15) business days after receipt of the notice requested by an indemnified party under this Section 2.7 of notice of 10.3 advising whether it (i) acknowledges its obligation to indemnify Purchaser or (ii) disputes its obligation to indemnify Purchaser. If Seller acknowledges its indemnification obligation with respect to the commencement of any action Claim, and (including any governmental actioni) such Claim is based upon an asserted liability or obligation to a person or entity that is not a party to this Agreement (a "Third Party Claim"), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party Seller shall have the right to participate indefend or settle such Third Party Claim or (ii) if such Claim is not a Third Party Claim, andPurchaser shall be entitled to immediate satisfaction of such Claim. If Seller does not notify Purchaser within fifteen (15) business days following receipt of notice of a Claim that is not a Third Party Claim that it disputes such Claim, such Claim shall be deemed a liability of Seller and Seller shall pay the amount of the Claim on demand by Purchaser, or in the case of any notice in which the amount of the Claim is estimated, on such later date when the amount of the Claim is finally determined. If Seller disputes the Claim in a timely manner as set forth herein, Seller and Purchaser shall proceed in good faith to negotiate a resolution of the dispute, or, if necessary, to final judgment or order of a court of equity of competent jurisdiction determining the extent amount of the indemnifying party so desires, jointly with Damages or by any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict means elected by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyPurchaser.

Procedures. Promptly after receipt by an indemnified party under (a) For all purposes of this Section 2.7 9.3, Sunbelt shall mean and include Sunbelt and BAG as the Sunbelt Indemnified Party. If (i) the Stockholder Event of notice Breach occurs or is alleged and a Sunbelt Indemnified Party asserts that the Stockholder has or may become obligated to a Sunbelt Indemnified Party pursuant to Section 9.1, or any claim, action, suit or proceeding is begun, made or instituted as a result of which the commencement Stockholder may become obligated to a Sunbelt Indemnified Party hereunder (a "Third Party Claim"), or (ii) a Sunbelt Event of Breach occurs or is alleged and a Stockholder Indemnified Party asserts that Sunbelt has become obligated to a Stockholder Indemnified Party pursuant to Section 9.2, or if any action claim, action, suit or proceeding is begun, made or instituted as a result of which Sunbelt may become obligated to a Stockholder Indemnified Party hereunder (including a "Third Party Claim") (for purposes of this Article 9, any governmental actionSunbelt Indemnified Party and Stockholder Indemnified Party are sometimes referred to as an "Indemnified Party" and Sunbelt and BAG on the one hand or the Stockholder on the other hand is sometimes referred to as an "Indemnified Party," and Sunbelt and BAG on the one hand and the Stockholder on the other hand are sometimes referred to as an "Indemnifying Party," in each case as the context so requires), such indemnified party will, if a Indemnified Party shall give written notice to the Indemnifying Party within ten (10) Business Days after the Indemnified Party becomes aware of such breach or claim in respect thereof as much detail as is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice reasonably possible of the commencement thereof and basis for the indemnifying party Indemnifying Party's obligation to provide indemnification hereunder. (b) The Indemnifying Party shall have the right to participate inassume the control of the defense of such Third Party Claim with counsel of its choosing, and, and subject to the extent the indemnifying party so desiresrestrictions contained in this Section 9.3, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counselsettle or compromise any such claim. Such Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of such Indemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party to the extent reasonably possible. If the Indemnifying Party fails timely to defend, contest or otherwise protect against any Third Party Claim against any Indemnified Party for which the Indemnifying Party was given timely written notice of such Third Party Claim by the Indemnified Party, such Indemnified Party shall have the right to do so, including, without limitation, the right to make any reasonable compromise or settlement thereof (with the prior written consent of the Indemnifying Party), and such Indemnified Party shall be entitled to recover the entire Cost thereof from the Indemnifying Party, including, without limitation, reasonable fees attorneys' fees, disbursements and expenses amounts paid (or of which such Indemnified Party has become obligated to be paid pay) as the result of such Third Party Claim. Failure by the indemnifying party, if representation Indemnifying Party to notify such Indemnified Party of its or their election to defend against any such indemnified party Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the counsel retained by Indemnifying Party of its or their right to against defend such Third Party Claim. If the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to Indemnifying Party assumes the indemnifying party within a reasonable time defense of the commencement of any such actionparticular Third Party Claim, if prejudicial to its ability to defend such action, the Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partynot, in the defense of any such claim or litigation, shall, except with the consent of each indemnified partyThird Party Claim, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party of Indemnified Party a full release from all liability in respect to of such claim or litigationThird Party Claim. The indemnity agreements contained in this Section 2.7 Notwithstanding the foregoing, the Indemnifying Party shall not apply be entitled to amounts paid control (but shall be entitled to participate at their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any lossThird Party Claim to the extent the Third Party Claim seeks an order, claiminjunction or other equitable relief against the Indemnified Party which, damageif successful could materially adversely interfere with the business, liability operations, assets, condition (financial or action if such settlement is effected without the consent otherwise) or prospects of the indemnifying partyIndemnified Party.

Procedures. Promptly after receipt by an indemnified party Any Person entitled to indemnification under ---------- this Section 2.7 7 shall, promptly after the receipt of notice of the commencement of any action (including any governmental action), investigation, claim or other proceeding against such indemnified party will, if a claim in respect thereof is to of which indemnity may be made against any sought from an indemnifying party under this Section 2.77, deliver to notify the indemnifying party a written notice in writing of the commencement thereof and thereof. The omission of any indemnified party so to notify an indemnifying party of any such action shall not relieve the indemnifying party from any liability which it may have to such indemnified party under this Section 7 unless, and only to the extent that, such omission results in the indemnifying party's forfeiture of substantive rights or defenses or the indemnifying party is otherwise irrevocably prejudiced in defending such proceeding. In case any such action, claim or other proceeding shall be brought against any indemnified party for which indemnification is claimed pursuant to Section 7.1, and it shall notify the Company of the commencement thereof, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to the Company; provided, that any such indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which both the Company, on the one hand, and an indemnified party, on the other hand, is, or is reasonably likely to become, a party, such indemnified party shall have the right to participate inemploy separate counsel at the Company's expense and to control its own defense of such action, andclaim or proceeding if, to (a) the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, Company has failed to assume the defense thereof with and employ counsel mutually satisfactory as provided herein, (b) the Company has agreed in writing to pay such fees and expenses of separate counsel or (c) in the parties; reasonable opinion of counsel to such indemnified party, a conflict or likely conflict exists between the Company, on the one hand, and such indemnified party, on the other hand, that would make such separate representation advisable, provided, however, that an indemnified party the Company shall not in any event be required to pay the fees and expenses of more than one separate counsel (together with all other indemnified parties which may be represented without conflict and if deemed necessary by one counsel) shall have the right to retain one such separate counsel, with appropriate local counsel who shall report to such separate counsel). The Company agrees that it will not, without the reasonable fees and expenses prior written consent of an indemnified party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if such indemnified party is a party thereto or has been actually threatened to be paid by the indemnifying partymade a party thereto) unless such settlement, if representation compromise or consent includes an unconditional release of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual from all liability arising or potential differing interests between that may arise out of such indemnified party and any other party represented by such counsel in such claim, action or proceeding. The failure to deliver Company shall not be liable for any settlement of any claim, action or proceeding effected against an indemnified party without the prior written notice to the indemnifying party within a reasonable time consent of the commencement of Company. The rights accorded to indemnified parties hereunder shall be in addition to any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability rights that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partymay have at common law, in the defense of any such claim by separate agreement or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyotherwise.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is The Indemnitees agree to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a provide Licensee with prompt written notice of any Claim for which indemnification is sought under this Agreement (in any event no later than [**] days after the commencement thereof and Indemnitee learns of the indemnifying party shall have earliest event that is part of the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesClaim); provided, however, that an indemnified party Indemnitee’s delay in providing or failure to provide such notice shall not relieve Licensee of its indemnification obligations under this Agreement, except to the extent Licensee can demonstrate actual prejudice due to the delay or lack of notice. Licensee agrees, at its own expense, to provide attorneys reasonably acceptable to Harvard to defend against any such Claim. The Indemnitees shall cooperate with Licensee, at Licensee’s expense, in such defense and shall permit Licensee (together with or its designee) to conduct and control such defense and the disposition of such Claim (including without limitation all other indemnified parties which may be represented without conflict by one counsel) decisions relative to litigation, appeal, and settlement); provided, however, that any Indemnitee shall have the right to retain one separate its own counsel, with at the reasonable fees and expenses to be paid by the indemnifying partyexpense of Licensee, if representation of such indemnified party Indemnitee by the counsel retained by the indemnifying party Licensee would be inappropriate due to because of actual or potential differing differences in the interests between of such indemnified party Indemnitee and any other party represented by such counsel; and provided further, however, that Harvard also shall have the additional right to employ separate counsel in such proceeding. The failure and to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, participate in the defense of a Claim (as reasonably directed by Licensee) at its own expense (not subject to later indemnification). Harvard agrees to use diligent efforts to select counsel, and to cause any other Indemnitees affiliated with their respective institutions to select counsel, that minimizes the number of counsel retained by all Indemnitees if representation of an Indemnitee by the counsel retained by Licensee would be inappropriate because of actual or potential differences in the interests of such Indemnitee and any other party represented by such counsel. Licensee agrees to keep counsel(s) for Indemnitees informed of the progress in the defense and disposition of such claim and to consult with Harvard with regard to any proposed settlement. Licensee shall not settle any Claim that has a materially adverse effect on the rights of any Indemnitee hereunder or litigationthat admits any liability by or imposes any obligation on any Indemnitee without the prior written consent of such Indemnitee, shallwhich consent shall not be unreasonably withheld, except conditioned or delayed. An Indemnitee may not settle any Claim without the prior written consent of Licensee, which consent shall not be unreasonably withheld, conditioned or delayed. If Licensee fails to assume defense of a Claim within a reasonable time, an Indemnitee may defend (at Licensee’s sole expense) and settle such Claim on such terms as such Indemnitee deems appropriate with the prior written consent of each indemnified partyLicensee (such consent not to be unreasonably withheld, consent delayed or conditioned), and Licensee shall be obligated to entry of any judgment or enter into any indemnify such Indemnitee for such settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained provided in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyArticle 9.

Procedures. (a) Promptly after receipt by any NexVerse Indemnified Person or any Seller Indemnified Person (each, as applicable, an indemnified party under this Section 2.7 “Indemnified Person”) of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect of which the Indemnified Person will seek indemnification hereunder, the Indemnified Person shall notify the Sellers or NexVerse (each, as applicable, an “Indemnifying Party”) thereof is to be made against in writing, but any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, so notify an Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of from any liability that it may have to any indemnified party otherwise than under this Section 2.7the Indemnified Person except to the extent the Indemnifying Party shall be materially prejudiced by such failure. No indemnifying party, The Indemnifying Party shall be entitled to participate in the defense of such action and to assume control of such defense with counsel reasonably acceptable to the Indemnified Person; provided, however, that: (i) the Indemnified Person shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Person before entering into any settlement of such claim or litigationceasing to defend against such claim, shallif, except with pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief would be imposed against the consent Indemnified Person or would otherwise restrict the future activity or conduct of each indemnified party, the Indemnified Person; and (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party each Indemnified Person of a release from all liability in respect of such claim. (b) If the Indemnifying Party does not assume control of the defense of such claims by promptly notifying the Indemnified Person of such assumption, the Indemnified Person shall have the right to defend such claim or litigationin such manner as it may deem appropriate at the cost and expense of the Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Person therefor in accordance with the terms hereof. The indemnity agreements contained in reimbursement of fees, costs and expenses required by this Section 2.7 8.03 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without be made by periodic payments during the consent course of the indemnifying partyinvestigation or defense, as and when bills are received or expenses incurred.

Procedures. Promptly after receipt by an indemnified party (a) To be eligible to seek indemnification under this Section 2.7 of notice of the commencement of any action Article 17 in respect to a liability, loss, fine, penalty, damage, expense, action, or claim brought against such Indemnitee by a Third Party (including any governmental actionsuch claim hereinafter referred to as a “Third Party Claim”), such indemnified party willa Roche Indemnitee or Maxygen Indemnitee (each, if a claim in respect an “Indemnitee”) shall promptly give written notice thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party Party from whom indemnification is sought (such Party hereinafter referred to as the “Indemnitor”) within a written notice reasonable period of time after the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesassertion of such Third Party Claim by such Third Party; provided, however, that an indemnified party the failure to provide written notice of such Third Party Claim within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder, except to the extent that the Indemnitor is prejudiced by such failure. (together with all other indemnified parties which may be represented without conflict by one counselb) The Indemnitor shall have the right to retain one separate counsel, with assume the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time complete control of the commencement of any such actiondefense, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim compromise or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any lossThird Party Claim (provided that no settlement of any Third Party Claim shall include any admission of wrongdoing on the part of an Indemnitee or the invalidity, unenforceability or absence of infringement of any patent owned in whole or part by the Indemnitee, and shall not grant any right inconsistent with the terms of this Agreement, without the prior written consent of such Indemnitee, which consent shall not be unreasonably withheld), including, at its own expense, employment of legal counsel reasonably acceptable to the Indemnitee. At any time thereafter the Indemnitor shall be entitled to exercise, on behalf of the Indemnitee, any rights that may mitigate the extent or amount of such Third Party Claim; provided, however, that if the Indemnitor shall have exercised its right to assume control of such Third Party Claim, the Indemnitee (i) may, in its sole discretion and at its own expense (which expense shall not be subject to indemnification hereunder), employ legal counsel to represent it (in addition to the legal counsel employed by the Indemnitor) in any such matter, and in such event legal counsel selected by the Indemnitee shall be required to confer and cooperate with such counsel of the Indemnitor in such defense, compromise or settlement for the purpose of informing and sharing information with the Indemnitor; (ii) shall, at its own expense, make available to Indemnitor those employees, officers and directors or Indemnitee whose assistance, testimony or presence is necessary or appropriate to assist the Indemnitor in evaluating and in defending any such Third Party Claim (provided, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the businesses of Indemnitee); and (iii) shall otherwise fully cooperate with the Indemnitor and its legal counsel in the investigation and defense of such Third Party Claim. (c) The Parties shall cooperate with each other in connection with any such claim, damagesuit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, liability suit or action if such settlement is effected without the consent of the indemnifying partyproceeding.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of Purchaser shall give Sellers prompt notice of any written claim, demand, assessment, action, suit or proceeding to which the commencement indemnity set forth in this section 13 applies. If the document evidencing such claim or demand is a court pleading, Purchaser shall give such notice within ten days of any action (including any governmental action)receipt of such pleading, otherwise, Purchaser shall give such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to notice within 30 days of the indemnifying party a date it receives written notice of such claim. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the commencement rights of Purchaser's Indemnified Persons to collect such Loss from Sellers so long as such failure to so notify does not materially adversely affect Sellers' ability to defend such Loss against a third party. If Purchaser's request for indemnification arises from the claim of a third party, the written notice shall permit Sellers to assume control of the defense of any such claim, or any litigation resulting from such claim. Failure by Sellers to notify Purchaser of its election to defend a complaint by a third party within five days shall be a waiver by Sellers of its right to respond to such complaint and within twenty days after notice thereof shall be a waiver by Sellers of its right to assume control of the defense of such claim or action. If Sellers assume control of the defense of such claim or litigation resulting therefrom, Sellers shall take all reasonable steps necessary in the defense or settlement of such claim or litigation resulting therefrom and Sellers shall hold Purchaser's Indemnified Persons, to the indemnifying extent provided in this section 13, harmless from and against all Loss arising out of or resulting from any settlement approved by Sellers or any judgment in connection with such claim or litigation. Notwithstanding Sellers' assumption of the defense of such third-party claim or demand, Purchaser shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume in the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified third-party by the counsel retained by the indemnifying party would be inappropriate due to actual claim or potential differing interests between such indemnified party and any other party represented by such counsel in such proceedingdemand at its own expense. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, Sellers shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partynot, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement settlement, except in either case with written consent of Purchaser, which does consent shall not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from be unreasonably withheld. Purchaser shall furnish Sellers in reasonable detail all liability in information Purchaser may have with respect to any such third-party claim and shall make available to Sellers and its representatives all records and other similar materials which are reasonably required in the defense of such third-party claim and shall otherwise cooperate with and assist Sellers in the defense of such third-party claim. If Sellers do not assume control of the defense of any such third-party claim or litigation resulting therefrom, Purchaser may defend against such claim or litigation. The indemnity agreements contained litigation in this Section 2.7 such manner as it may reasonably deem appropriate, and Sellers shall not apply to amounts paid indemnify Purchaser's Indemnified Persons from any Loss indemnifiable under section 13.01 incurred in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyconnection therewith.

Procedures. Promptly (a) In order for any Buyer Indemnitee or Seller Indemnitee (each, an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party must notify the Party which may be required to indemnify the Indemnified Party (the “Indemnifying Party”) in writing (and in reasonable detail) of the Third-Party Claim within fifteen (15) Business Days after receipt by an indemnified party under this Section 2.7 such Indemnified Party of notice of the commencement of any action (including any governmental action)Third-Party Claim; provided, however, that failure to give such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to notification shall not affect the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, indemnification provided hereunder except to the extent the indemnifying party Indemnifying Party shall have been prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice); and provided, further, that if such notice is not given prior to the expiration of the Survival Period, the Indemnified Party shall have no right to indemnification hereunder. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim. (b) If a Third-Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so desires, jointly with any other indemnifying party similarly noticedchooses, to assume the defense thereof with counsel mutually satisfactory selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall not be liable to the parties; providedIndemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) the Indemnified Party shall have the right to retain one separate participate in the defense thereof and to employ counsel, with at its own expense, separate from the reasonable counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third-Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third-Party Claim, all the Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim, which releases the Indemnified Party completely in connection with such Third-Party Claim and that would not otherwise materially and adversely affect the Indemnified Party. (c) In the event any Indemnified Party should have a claim against any Indemnifying Party under Section 10.2 or Section 10.3 that does not involve a Third-Party Claim being asserted against or sought to be paid by collected from such Indemnified Party, the indemnifying partyIndemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party and in any event prior to the expiration of the underlying representations and warranties, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceedingapplicable. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of by any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission Indemnified Party so to deliver written notice to notify the indemnifying party will Indemnifying Party shall not relieve it of the Indemnifying Party from any liability that it may have to any indemnified party otherwise than such Indemnified Party under this Section 2.7. No indemnifying party, in the defense of any such claim 10.2 or litigation, shallSection 10.3, except to the extent that the Indemnifying Party demonstrates that it has been prejudiced by such failure; provided, that if such notice is not given prior to the expiration of the Survival Period, the Indemnified Party shall have no right to indemnification hereunder. If the Indemnifying Party disputes its liability with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damagethe Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, liability or action if not resolved through negotiations, such settlement is effected without the consent dispute shall be resolved by litigation in an appropriate court of the indemnifying partycompetent jurisdiction.

Procedures. Promptly after receipt by an indemnified party a Seller Indemnified Party under this Section 2.7 Articles X of written notice of the commencement of any action (including relating to any governmental action)Claim, such indemnified party willSeller Indemnified Party shall, if a claim in respect thereof is to be made against any indemnifying party the Purchaser under this Section 2.7Article X, deliver to notify the indemnifying party a written notice Purchaser in writing of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesthereof; provided, however, that an indemnified party (together the omission to notify the Purchaser shall not relieve the Purchaser from any liability which it may have to any Seller Indemnified Party under this Article X, except to the extent, and only to the extent, that such omission results in material prejudice to the Purchaser. If any such Claim is brought against any Seller Indemnified Party and such Seller Indemnified Party notifies the Purchaser pursuant to this Article X of the commencement thereof, the Purchaser shall be entitled to assume the defense thereof, with all other indemnified parties which may be represented without conflict by one counsel) counsel reasonably satisfactory to each Seller Indemnified Party. The Purchaser shall have the right to retain one separate counseldefend, with the reasonable fees and expenses to be paid by the indemnifying party, if representation compromise or otherwise dispose of such indemnified party by claim, provided, that the counsel retained by Purchaser shall not, without the indemnifying party would written consent of the Seller Indemnified Party, which consent shall not be inappropriate due to actual unreasonably withheld or potential differing interests between such indemnified party and delayed, effect the settlement or compromise of any other party represented by such counsel pending or threatened Claim in such proceeding. The respect of which indemnification may be sought hereunder if the terms thereof include any statement as to, or an admission of, fault, culpability or a failure to deliver written notice to the indemnifying party within a reasonable time act, by or on behalf of any Seller Indemnified Party or do not contain an unconditional release of the commencement of Seller Indemnified Party for any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from and all liability in respect to connection with such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyClaim.

Procedures. (a) Promptly after receipt by an indemnified party under this Section 2.7 a Person entitled to indemnification hereunder (the “Indemnified Party”) has received notice or has actual Knowledge of notice of any claim or the commencement of any action Action for which such party may be entitled to indemnification under this ARTICLE 10 (including any governmental actiona “Claim”), such indemnified party willthe Indemnified Party shall, if a it or they believe that such claim in respect thereof or Action is indemnifiable, give the party required to be made against any indemnifying party under this Section 2.7provide indemnification hereunder (the “Indemnifying Party”), deliver to the indemnifying party a written notice of such claim or the commencement thereof of such Action and describe the claim or Action in reasonable detail (the “Claims Notice”). Such notice shall state the nature and basis of such claim or Action and the indemnifying party amount in dispute under such claim or Action, if known at such time. The Indemnified Party delivering a Claims Notice may, but shall have the right to participate innot be required to, and, specify in such Claims Notice a dollar amount of Damages alleged with respect to the extent subject claim or Action (such amount, the indemnifying party so desires“Specified Damages”). In each such case, jointly with any other indemnifying party similarly noticed, the Indemnified Party agrees to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of give such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time Indemnifying Party reasonably promptly following its receipt of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense or other knowledge of any such claim or litigationAction; provided that the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify except to the extent the Indemnifying Party has been damaged or prejudiced by reason of the Indemnified Party’s failure to give or delay in giving such notice. Promptly following the request of the Indemnifying Party, shall, except the Indemnified Party shall provide the Indemnifying Party with all relevant information in its or its Affiliates possession relating to the consent of each indemnified party, consent matters referred to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof in the giving Claims Notice. The Indemnifying Party shall respond to the Indemnified Party (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Claims Notice is sent by the claimant Indemnified Party. Any Claim Response must specify whether or plaintiff to such indemnified party not the Indemnifying Party disputes the Claim described in the Claims Notice (or, in the case of a release from all liability Third Party Claim, that the Indemnified Party reserves its rights pending resolution of such Third Party Claim). If the Indemnifying Party fails to give a Claim Response within the Response Period, the Indemnifying Party will be deemed not to dispute the Claim described in respect the related Claims Notice. If the Indemnifying Party elects not to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or by written notice to the Indemnified Party, then the amount of Specified Damages set forth in such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply Claims Notice will be conclusively deemed to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent be an obligation of the indemnifying partyIndemnifying Party, and the Indemnifying Party shall pay (or, if the Indemnifying Party is a Securityholder, upon Buyer’s request, the Securityholder Representative shall cause to be paid from the Escrow Account by delivering a written instruction to the Escrow Agent instructing the Escrow Agent to pay Buyer from the Escrow Account), in cash, to the Indemnified Party within fifteen (15) days after the last day of the applicable Response Period the amount of Specified Damages set forth in the Claims Notice. If the Indemnifying Party delivers a Claim Response not relating to a Third Party Claim within the Response Period indicating that it disputes one or more of the matters identified in the Claims Notice, the Indemnifying Party and the Indemnified Party shall promptly meet and act in good faith to settle the dispute before otherwise seeking to enforce their respective rights under this ARTICLE 10.

Procedures. Promptly (a) In order for a Purchaser Indemnified Party or Marriott Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person (other than Marriott and its Affiliates and the Purchaser) against the Indemnified Party, including a Mirror Claim (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by an indemnified party such Indemnified Party of written notice of the Third Party Claim, but in no event later than the Claims Deadline, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide as part of the initial written notice of claim, the information set forth in the preceding sentence shall not invalidate the effectiveness of the written notice provided the information is delivered in a reasonable time period thereafter. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 2.7 Article 10 except to the extent that the Indemnifying Party is prejudiced by such failure. (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement of any action such Third Party Claim (including any governmental actionexcept as may be provided to the contrary as to a Mirror Claim, in which case Purchaser shall bear all the costs associated therewith), to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such indemnified party willThird Party Claim, if the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to compromise, settle or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent unless the Indemnifying Party withdraws from the defense of such Third Party Claim or unless a claim in respect thereof final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. If the Indemnifying Party does not assume the defense of any such claims or proceeding pursuant to be made against any indemnifying party under this Section 2.710.5 and the Indemnified Party proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, deliver to then the indemnifying party a Indemnified Party shall give the Indemnifying Party prompt written notice of the commencement thereof and the indemnifying party Indemnifying Party shall have the right to participate inin the settlement or assume or reassume the defense of such claims or proceeding. The Indemnifying Party and its counsel shall conduct such defense or settlement in a manner reasonably satisfactory and effective to protect the Indemnified Party fully. The Indemnifying Party and its counsel shall keep the Indemnified Party fully advised as to its conduct of such defense or settlement, andand shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed) unless such settlement or compromise does not subject the Indemnified Party to any monetary liability, includes a complete, unconditional release of the Indemnified Party from all liability with respect to such Third Party Claim, and does not constitute an acknowledgement or acceptance by the Indemnified Party of fault, culpability, or responsibility of any kind. Notwithstanding the Indemnifying Party’s election to defend against or settle the Third Party Claim, the Indemnified Party may, upon written notice to the extent Indemnifying Party, elect to employ its own counsel and assume control of such defense or settlement if (A) the indemnifying party so desiresIndemnifying Party is also a Person against whom the Third Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate; (B) the Indemnified Party determines in good faith that the Indemnified Party may have available to its one or more defenses or counterclaims that are inconsistent with, jointly different from, or in addition to one or more of those that may be available to the Indemnifying Party with any other indemnifying party similarly noticed, respect to assume such Third Party Claim; (C) the defense thereof with Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third Party Claim; (D) the Indemnifying Party shall not in fact have employed counsel mutually reasonably satisfactory to the partiesIndemnified Party for the defense or settlement of such Third Party Claim; provided, however, that an indemnified party the assumption of control of the defense or settlement of a Third Party Claim by the Indemnified Party pursuant to this sentence shall not relieve the Indemnifying Party of its obligation to indemnify and hold the Indemnified Party harmless. (together with all other indemnified parties which may be represented without conflict by one counselc) shall In the event any Indemnified Party should have the right to retain one separate counsel, with the reasonable fees and expenses a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be paid by collected from such Indemnified Party, the indemnifying party, if representation Indemnified Party shall deliver notice of such indemnified party by claim to the counsel retained by Indemnifying Party no later than the indemnifying party would be inappropriate due Claims Deadline, describing in reasonable detail the facts giving rise to actual any claim for indemnification hereunder, the amount or potential differing interests between method of computation of the amount of such indemnified party claim (if known) and any such other party represented by such counsel in such proceedinginformation with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver provide as part of the initial written notice of claim, the information set forth in the preceding sentence shall not invalidate the effectiveness of the written notice provided the information is provided subsequently. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 10 except to the indemnifying party within a reasonable time extent that the Indemnifying Party is prejudiced by such failure. The Indemnifying Party shall have thirty (30) days after receipt of the commencement notice of any claim pursuant to this Section 10.5(c) to (i) agree to the amount or method of determination set forth in such actionclaim and to pay such amount to such Indemnified Party or (ii) provide the Indemnified Party with notice (a “Dispute Notice”) that it disagrees with the amount or method of determination set forth in such claim. If the Indemnifying Party has timely delivered a Dispute Notice, the Indemnifying Party and the Indemnified Party shall, during a period thirty (30) days from the Indemnified Party’s receipt of such Dispute Notice, negotiate to achieve of resolution of such dispute and, if prejudicial to its ability to defend not resolved through negotiations, such action, dispute shall relieve such indemnifying party of any liability to the indemnified party under this be resolved as provided in Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party13.10.

Procedures. Promptly after receipt by an indemnified party Any indemnification of GSK, GSK Affiliates, DENDREON or DENDREON Affiliates hereunder shall include and extend to the benefit of their respective shareholders, directors, officers and employees. Any person that may be entitled to indemnification under this Section 2.7 of Agreement (an “Indemnified Party”) shall give written notice of to the commencement Person obligated to indemnify it (an “Indemnifying Party”) with reasonable promptness upon becoming aware of any action (including any governmental action), such indemnified party will, if Third Party Claim or other facts upon which a claim in for indemnification may be based; the notice shall set forth such information with respect thereof thereto as is to be made against any indemnifying party under this Section 2.7, deliver then reasonably available to the indemnifying party a Indemnified Party, provided however, the failure to provide such written notice within a reasonably prompt period of time shall not relieve the commencement thereof and Indemnifying Party of any of its obligations hereunder except to the indemnifying party extent the Indemnifying Party is prejudiced by such failure. The Indemnifying Party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in undertake the defense of any such claim Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party shall promptly notify the Indemnified Party of all material developments in the matter. The Indemnified Party shall cooperate in such defense and make available all records, materials and witnesses reasonably requested by the Indemnifying Party in connection therewith at the Indemnifying Party’s expense. If the Indemnifying Party shall have assumed the defense of the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or litigation, shall, except other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationdefense thereof. The indemnity agreements contained in this Section 2.7 Indemnified Party shall have the right, but not the obligation, to be represented by counsel of its own selection and at its own expense. The Indemnifying Party shall not apply to amounts paid in settlement of be liable for any lossThird-Party Claim settled without its consent, claim, damage, liability which consent shall not be unreasonably withheld or action if such settlement is effected without delayed. The Indemnifying Party shall obtain the written consent of the indemnifying partyIndemnified Party prior to ceasing to defend, settling or otherwise disposing of any Third-Party Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or if the Indemnified Party may reasonably object to such disposition of such Third-Party Claim based on a continuing adverse effect on the Indemnified Party.

Procedures. Promptly If Purchaser seeks indemnification under this Article VII, it shall give notice ("Claim Notice") to Seller and Shareholder of the basis of the claim (the "Claim") (i) within a reasonable time after discovery of the facts and (ii) in any event, within the time periods set forth in Section 7.1, provided that the failure to give such notice shall not relieve Seller of any liability hereunder except to the extent that Seller and Shareholder are materially adversely prejudiced by such failure. Seller shall give notice to Purchaser within thirty (30) days after receipt of the notice requested by an indemnified party under this Section 2.7 of notice of 7.3 advising whether it (i) acknowledges its obligation to indemnify Purchaser or (ii) disputes its obligation to indemnify Purchaser. If Seller acknowledges its indemnification obligation with respect to the commencement of any action Claim, and (including any governmental actioni) such Claim is based upon an asserted liability or obligation to a person or entity that is not a party to this Agreement (a "Third Party Claim"), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party Seller shall have the right to participate indefend or settle such Third Party Claim or (ii) if such Claim is not a Third Party Claim, andPurchaser shall be entitled to immediate satisfaction of such Claim. If Seller does not notify Purchaser within fifteen (15) business days following receipt of notice of a Claim that is not a Third Party Claim that it disputes such Claim, such Claim shall be deemed a liability of Seller and Seller shall pay the amount of the Claim on demand by Purchaser, or in the case of any notice in which the amount of the Claim is estimated, on such later date when the amount of the Claim is finally determined. If Seller disputes the Claim in a timely manner as set forth herein, Seller and Purchaser shall proceed in good faith to negotiate a resolution of the dispute, or, if necessary, to resolution of the extent dispute in a manner determined by the indemnifying party so desires, jointly with parties or by any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict means elected by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyPurchaser.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of (a) Prior to the commencement sale of any action (including any governmental action)Subject Shares to a Third Party, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, MatlinPatterson shall deliver to the indemnifying party Company a written notice of the commencement thereof proposed or intended sale of Subject Shares (the “MatlinPatterson Tag-Along Notice”), which MatlinPatterson Tag-Along Notice shall (i) identify the Subject Shares proposed or intended to be sold, and (ii) disclose the indemnifying party number, price, names of purchasers and other terms upon which they are to be sold. Within 5 Business Days of the receipt of the MatlinPatterson Tag-Along Notice, the Company (directly or through its agent) shall have take all steps necessary and/or advisable (including preparing necessary and/or advisable documentation and making all necessary and/or advisable filings with the Commission and any other governmental authority) to deliver to each Seller a written notice of the proposed or intended sale of Subject Shares (the “Company Tag-Along Notice”). The Company Tag-Along Notice shall be satisfactory in all respects to MatlinPatterson and in compliance with this Agreement and shall (1) identify the Subject Shares proposed or intended to be sold, (2) disclose the number, price, names of purchasers and other terms upon which they are to be sold, (3) inform each Seller of the right to participate insell such Seller’s pro rata portion (determined in accordance with the penultimate sentence of this Section 3.2(a)) of Shares along with MatlinPatterson to the Third Party, (4) include all other information, disclosures, statements and documents as may be required by applicable law (which information, disclosures, statements and documents shall be reasonably satisfactory to MatlinPatterson), and (5) include a deadline for the Sellers to deliver a “Shareholder Tag-Along Acceptance Notice,” along with the Shares to be sold, to MatlinPatterson in accordance with the terms of the Shareholder Tag-Along Acceptance Notice, which deadline shall in no event be later than 30 calendar days or earlier than 10 Business Days after receipt by the Sellers of the Company Tag-Along Notice; provided, that such deadline may be later than 30 calendar days after the date of receipt of the Company Tag-Along Notice if (i) MatlinPatterson consents thereto in writing, or (ii) outside legal counsel to the Company provides a written opinion addressed to the Company to the effect that a later deadline is required for the Company to comply with a Law applicable to the Company. The Company shall enclose a sufficient number of Shareholder Tag-Along Acceptance Notices with each Company Tag-Along Notice. The aggregate number of shares of Class A Common Stock that the Sellers will be entitled to sell pursuant to this Article 3 prior to the fifth anniversary of the Closing Date of Phase I shall not exceed the aggregate of the Consideration for Phase I, the Consideration for Phase II and, if applicable, the number of Shares acquired pursuant to Article 6 hereof. For purposes of this Section 3.2, a Seller’s pro rata portion shall be determined by multiplying (x) the number of Subject Shares proposed to be sold to a Third Party by (y) a fraction, the numerator of which is the aggregate number of issued and outstanding Shares then Owned by such Seller, and the denominator of which is the aggregate number of shares of Class A Common Stock then issued and outstanding. (b) To sell its pro rata portion of Shares along with MatlinPatterson to the extent Third Party, each Seller must (i) deliver a Shareholder Tag-Along Acceptance Notice, along with the indemnifying party so desiresShares to be sold, jointly to MatlinPatterson in accordance with the instructions set forth on the Shareholder Tag-Along Acceptance Notice; and (ii) comply with any other indemnifying party similarly noticedapplicable terms of the proposed sale (including executing definitive documentation and any related documents), to assume such terms being substantially identical for both MatlinPatterson and the defense thereof with counsel mutually satisfactory Sellers, in each case, prior to the partiesdeadline set forth in the Company Tag-Along Notice (a Seller satisfying such requirements shall be referred to herein as a “Participating Seller”). Upon compliance with the foregoing procedures, MatlinPatterson may sell the Subject Shares; provided, howeverthat such sale provides for the purchase of each Participating Seller’s pro rata portion of Shares (the “Tag-Along Shares”) for a period of up to 180 calendar days after the deadline set forth in the Company Tag-Along Notice, upon terms and conditions (including the per share price) which are not less favorable to MatlinPatterson and the Sellers than those set forth in the MatlinPatterson Tag-Along Notice. Any Subject Shares not sold by MatlinPatterson prior to the date that an indemnified party is 180 (together with all other indemnified parties which may be represented without conflict c) Promptly (but in no event later than 3 Business Days) after the consummation of the sale of the Subject Shares and the Tag-Along Shares by one counselMatlinPatterson and the Sellers, respectively, to a Third Party, MatlinPatterson shall (i) shall have notify the right to retain one separate counselCompany and the Participating Sellers of such sale, with the reasonable fees and expenses (ii) cause to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice remitted to the indemnifying party within a reasonable time of Company the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability total sales proceeds attributable to the indemnified party under this Section 2.7sale of Tag-Along Shares. Thereafter, but the omission so to deliver written notice Company shall promptly distribute such sales proceeds to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyapplicable Sellers.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of (a) Purchaser’s Indemnified Persons shall give Seller prompt notice of any written claim, demand, assessment, action, suit or proceeding to which the commencement indemnity set forth in this section 15 applies. If the document evidencing such claim or demand is a court pleading, Purchaser shall give such notice, including a copy of any action such pleading, within fifteen (including any governmental action)15) days of receipt of such pleading, otherwise, Purchaser shall give such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to notice within thirty (30) days of the indemnifying party a date it receives written notice of such claim. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the commencement rights of Purchaser’s Indemnified Persons to collect such Losses from Seller so long as such failure to so notify does not materially adversely affect Seller’s ability to defend such Losses against a third party, and then only to the extent of such adverse affect. (b) If Purchaser’s Indemnified Persons request for indemnification arises from the claim of a third party, Seller may elect to assume control of the defense of any such claim, and any litigation resulting from such claim, by notice to Purchaser. Failure by Seller to so notify Purchaser’s Indemnified Persons of their election to defend a complaint by a third party within five (5) days after notice thereof shall be deemed an election by Seller not to respond to such complaint and a waiver by Seller of any right to respond to such complaint, and within twenty (20) days after notice thereof shall be deemed an election by Seller not to assume control of the indemnifying defense of such claim or action and a waiver by Seller of any right to defend such claim or action. If Seller timely notifies Purchaser that Seller elects to assume control of the defense of such claim or litigation resulting therefrom, Seller shall take all reasonable steps necessary in the defense or settlement of such claim or litigation resulting therefrom and Seller shall hold Purchaser’s Indemnified Persons, to the extent provided in this section 15, harmless from and against all Losses arising out of or resulting from any settlement approved by Seller or any judgment in connection with such claim or litigation. Notwithstanding Seller’s assumption of the defense of such third-party claim or demand, Purchaser’s Indemnified Persons shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume in the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified third-party by the counsel retained by the indemnifying party would be inappropriate due to actual claim or potential differing interests between such indemnified party and any other party represented by such counsel in such proceedingdemand at their own expense. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, Seller shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partynot, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment against any of Purchaser’s Indemnified Persons or enter into any settlement settlement, involving any of Purchaser’s Indemnified Persons, which does not either (a) grants the plaintiff or claimant any form of relief other than monetary damages which will be satisfied by Seller, or (b) fails to include as an unconditional term thereof a provision whereby the giving by the plaintiff or claimant or plaintiff to such indemnified party of a release releases Purchaser’s Indemnified Persons from all liability with respect thereto, except with the written consent of Purchaser’s Indemnified Persons. Purchaser’s Indemnified Persons shall furnish Seller in reasonable detail all information Purchaser’s Indemnified Persons may have with respect to any such third-party claim and shall make available to Seller and its representatives all records and other similar materials which are reasonably required in the defense of such third-party claim and shall otherwise cooperate with and assist Seller in the defense of such third-party claim. (c) If Seller does not assume control of the defense of any such third-party claim or litigation resulting therefrom, Purchaser’s Indemnified Persons may defend against such claim or litigation in such manner as they may reasonably deem appropriate, and Seller shall indemnify Purchaser’s Indemnified Persons from any Losses indemnifiable under section 15.01 incurred in connection therewith. (d) Notwithstanding anything to the contrary in the foregoing, if (y) defendants in any action include any of Purchaser’s Indemnified Persons and Seller, and if any of Purchaser’s Indemnified Persons shall have been advised by counsel that there may be material legal defenses available to such Purchaser’s Indemnified Person, or (z) if a conflict of interest exists between any Purchaser’s Indemnified Person and Seller with respect to such claim or litigation. The indemnity agreements contained the defense thereof, then in this Section 2.7 either case, such Purchaser’s Indemnified Persons shall have the right to employ their own counsel in such action, and in such case (or in the event that Seller does not apply timely assume the defense of such matter as provided above), the reasonable fees and expenses of Purchaser’s Indemnified Person’s counsel shall be borne by Seller and shall be paid by Seller from time to amounts paid in settlement time within twenty (20) days of any loss, claim, damage, liability or action if such settlement is effected without the consent receipt of the indemnifying partyappropriate invoices therefor.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of (a) If Sphere receives notice of the assertion or commencement of any action (Third-Party Claim, including any governmental action)claim by Spartan Crest Capital, against RAKR, RAKR will give Sphere reasonably prompt written notice thereof, but in any event not later than ten (10) days after receipt of such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of such Third-Party Claim. Such notice by RAKR will describe the commencement Third-Party Claim in reasonable detail, will include copies of all available material, written evidence thereof and will indicate the indemnifying party shall estimated amount, if reasonably practicable, of the Damages that has been or may be sustained by Sphere. Sphere will have the right to participate in, andor, by giving written notice to RAKR, to assume, the extent the indemnifying party so desiresdefense of any Third-Party Claim at Sphere's own expense and by Sphere's own counsel, jointly with any other indemnifying party similarly noticedand Sphere will cooperate in good faith in such defense. (b) If, within ten (10) days after giving notice of a Third-Party Claim to Sphere pursuant to Section 7.5(a), RAKR receives written notice from Sphere that Sphere has elected to assume the defense thereof of such Third-Party Claim as provided in the last sentence of Section 7.5(a), Sphere will not be liable for any legal expenses subsequently incurred by RAKR in connection with counsel mutually satisfactory to the partiesdefense thereof; provided, however, that an indemnified party if Sphere fails to take reasonable steps necessary to defend diligently such Third-Party Claim within ten (together with 10) days after receiving written notice from RAKR that RAKR reasonably believes Sphere has failed to take such steps or if Sphere has not undertaken fully to indemnify RAKR in respect of all other indemnified parties which Damages relating to the matter, RAKR may assume its own defense and Sphere will be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the liable for all reasonable fees costs and expenses to paid or incurred in connection therewith. Without the prior written consent of Sphere, which consent shall not be paid by the indemnifying partyunreasonably withheld or delayed, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party Sphere will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement of any Third-Party Claim which would lead to liability or create any financial or other obligation on the part of RAKR for which RAKR is not entitled to indemnification hereunder, or which provides for injunctive or other non-monetary relief applicable to RAKR, or does not include as an unconditional term thereof release of RAKR. If a firm offer is made to settle a Third-Party Claim without leading to liability or the giving by creation of a financial or other obligation on the claimant or plaintiff part of RAKR for which RAKR is not entitled to indemnification hereunder and Sphere desires to accept and agree to such indemnified party offer, Sphere will give written notice to RAKR to that effect. If RAKR fails to consent to such firm offer within five (5) days after its receipt of such notice, RAKR may continue to contest or defend such Third-Party Claim and, in such event, the maximum liability of Sphere to RAKR as to such Third-Party Claim will not exceed the amount of such settlement offer. RAKR will provide Sphere with reasonable access during normal business hours to books, records and employees (if still in their employ) of RAKR necessary in connection with Sphere's defense of any Third-Party Claim which is the subject of a release claim for indemnification by RAKR hereunder. (c) Any claim by RAKR against Sphere on account of Damages which results from a Direct Claim will be asserted by giving Sphere reasonably prompt written notice thereof, but in any event not later than ten (10) days after RAKR becomes aware of such Direct Claim. Such notice by RAKR will describe the Direct Claim in reasonable detail, will include copies of all liability available material, written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Damages that has been or may be sustained by RAKR. Sphere will have a period of thirty (30) days after receipt thereof within which to respond in respect writing to such claim Direct Claim. If Sphere does not respond in writing within the thirty (30) day period, Sphere will be deemed to have rejected such Direct Claim and RAKR will be free to pursue remedies available to Sphere on the terms and subject to the provisions of this Agreement. A failure to give timely notice or litigation. The indemnity agreements contained to include any specified information in this any notice as provided in Section 2.7 shall 7.5(a), 7.5(b) or 7.5(c) will not apply to amounts paid in settlement affect the rights or obligations of any lossparty hereunder, claimexcept and only to the extent that, damageas a result of such failure, liability any party which was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or action if was otherwise materially prejudiced as a result of such settlement is effected without the consent of the indemnifying partyfailure.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 any Indemnified Party of notice of the commencement of any action (including any governmental action)a ---------- complaint, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a or other written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if giving rise to a claim for indemnification under this Paragraph 9, the party claiming indemnification under this Paragraph 9 shall notify the indemnifying party of such settlement is effected without complaint, notice, claim or action, and the consent indemnifying party shall have the right to investigate and defend any such loss, claim, damage, liability or action; provided, that the failure of the -------- Indemnified Party to promptly notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the Indemnified Party otherwise than under Paragraph 9, or under Paragraph 9 to the extent that the indemnifying party has not been materially prejudiced as a proximate result of such failure. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party. If the defendants in any action shall include more that one Indemnified Party, and any such Indemnified Party shall reasonably conclude that counsel selected by the Corporation has a conflict of interest which under the Rules of Professional Conduct of the California State Bar Association would prohibit the representation because of the availability of different or additional defenses to any such Indemnified Party, such Indemnified Party shall have the right to select separate counsel reasonably acceptable to the Corporation to participate in the defense of such claim on its behalf, at the expense of the indemnifying party who would otherwise be liable for the losses under this Section 9, it being understood, however, that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Parties; provided, however, that if the parties shall not agree -------- ------- that a conflict of interest between the Indemnified Parties shall exists, then the parties shall submit the issue to the State Bar of California to determine whether such conflict of interest exists, and the determination of the State Bar of California shall be binding on the parties. The Indemnified Parties shall cooperate fully in the defense of any claim hereunder and each Indemnified Party shall make available to the Corporation pertinent information under such Indemnified Party's control relating thereto. In no event shall the indemnifying party be obligated to indemnify any party for any settlement of any claim or action effected without the indemnifying party's consent.

Procedures. Promptly after receipt by an indemnified party The indemnifying Party’s indemnification obligations under this Section 2.7 of notice of 9 for any claim covered under Sections 9.1 or 9.2 (“Claim”) are conditioned upon the commencement of any action indemnified Party: (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a i) giving prompt written notice of the commencement thereof and Claim to the indemnifying party shall have Party once the right to participate in, and, to indemnified Party becomes aware of the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, Claim (provided that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver provide prompt written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such Party will not alleviate an indemnifying party of any liability to the indemnified party Party’s obligations under this Section 2.7, but 9 to the omission so extent any associated delay does not materially prejudice or impair the defense of the related Claims); (ii) granting the indemnifying Party the option to deliver take sole control of the defense (including granting the indemnifying Party the right to select and use counsel of its own choosing) and settlement of the Claim (except that the indemnified Party’s prior written notice approval will be required for any settlement that reasonably can be expected to require an affirmative obligation of the indemnified Party); and (iii) providing reasonable cooperation to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No Party and, at the indemnifying partyParty’s request and expense, assistance in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any lossthe Claim. LIMITATION OF LIABILITY. 10.1. SUBJECT TO ANY SPECIFIC LIMITATIONS ON LIABILITY STATED IN THIS SECTION 10, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyIN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO WIRESPEED (OR THE APPLICABLE PARTNER) IN THE 6-MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME OF THE FIRST EVENT OR EVENTS LEADING TO THE ALLEGED DAMAGES OR GIVING RISE TO A CLAIM. 10.2. WIRESPEED’S TOTAL AGGREGATE LIABILITY FOR WIRESPEED’S BREACH OF SECTION 6 (PRIVACY AND SECURITY) OR OF ANY OTHER OBLIGATION RELATING TO CUSTOMER DATA SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO WIRESPEED (OR THE APPLICABLE PARTNER) IN THE 6-MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME OF THE FIRST EVENT OR EVENTS LEADING TO THE ALLEGED DAMAGES OR GIVING RISE TO A CLAIM.

Procedures. Promptly (a) In any case in which a party seeks indemnification hereunder and which does not involve an action, proceeding or Claim by a third-party (a “third party action”), any such Claim shall be made in a written statement signed by the party seeking indemnification (the “indemnified party”) which shall specify in reasonable detail each individual item of Loss and the estimated amount thereof, the date such item was claimed or the facts giving rise to such Claim were discovered, the basis for any alleged liability and the nature of the Breach or Claim to which each such item is related. (b) If the party from whom indemnification is sought (the “indemnifying party”) does not pay the amount specified in any such statement within thirty (30) days after it has been delivered by the indemnified party, the indemnified party may enforce its right in accordance with law. (c) In any case in which a party seeks indemnification hereunder and which involves a third-party action, the indemnified party shall promptly (but in no case later than five (5) days after receipt by an indemnified party under this Section 2.7 of notice of such action) give the indemnifying party(s) written notice of the commencement of any the third party action (including any governmental action), such indemnified party will, if a claim in respect thereof is which might give rise to be made against liability of the indemnifying party(s) for indemnification hereunder. Any failure so to notify any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall not relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of from any liability that it may have to any such indemnified party otherwise than under this Section 2.7. No Article IX unless and to the extent that such failure to so notify results in the indemnifying party, party being prejudiced in the defense of such action. Such notice shall include (i) reasonably detailed specific facts and circumstances pertaining to such action, and (ii) true and complete copies of all documents served on or delivered to the indemnified party in connection with such third party action. The indemnifying party(s) will have the option to defend any third party action, at the indemnifying party’s expense and, upon the assumption of such claim defense, the indemnifying party shall not be liable to the indemnified party in connection with such matter; provided that the indemnified party shall have the right, at its own cost and expense, to participate in the defense of such third party action. However, notwithstanding the preceding sentence, (i) if the indemnifying party elects not to defend any third party action, or litigation, shall, except with (ii) if the consent third party action shall have been brought or asserted against the indemnifying party(s) as well as the indemnified party and such indemnified party shall have reasonably concluded in good faith based on advice of each counsel that there is a conflict of interest between the indemnifying party and the indemnified party, then the indemnified party may elect to conduct its defense on its own behalf, in which case the reasonable fees and expenses of the indemnified party’s counsel shall be at the expense of the indemnifying party(s). The indemnified party shall not enter into any settlement agreement without the indemnifying party’s consent, which shall not be unreasonably withheld or delayed. The indemnifying party(s) shall not, without the prior written consent of the indemnified party (which shall not be unreasonably withheld), consent to the entry of any judgment or enter into any settlement which of a third party action, if pursuant to or as a result of such judgment or settlement, injunctive or other equitable relief shall be imposed against the indemnified party or if such settlement does not include as an unconditional term thereof expressly unconditionally release the giving by the claimant or plaintiff to such indemnified party of a release from all liability in liabilities or obligations with respect to such claim or litigationthird party action, with prejudice. The indemnity agreements contained indemnified party and the indemnifying party(s) shall cooperate with each other in this Section 2.7 shall not apply to amounts paid in the defense, compromise or settlement of any loss, claim, damage, liability or third party action if such settlement for which indemnification is effected without the consent of the indemnifying partysought.

Procedures. Promptly after receipt by If (i) the Stockholder Event of Breach occurs or is alleged and a SUNBELT Indemnified Party asserts that the Stockholder has become obligated to a SUNBELT Indemnified Party pursuant to SECTION 9.1, or if the Stockholder's Third Party Claim is begun, made or instituted as a result of which the Stockholder may become obligated to a SUNBELT Indemnified Party hereunder, or (ii) a SUNBELT Event of Breach occurs or is alleged and a Stockholder Indemnified Party asserts that SUNBELT has become obligated to a Stockholder Indemnified Party pursuant to SECTION 9.2, or if any SUNBELT Third party Claim is begun, made or instituted as a result of which SUNBELT may become obligated to a Stockholder Indemnified Party hereunder (for purposes of this ARTICLE 9, any SUNBELT Indemnified Party and Stockholder Indemnified Party is sometimes referred to as an indemnified party under this Section 2.7 of notice of "Indemnified Party" and SUNBELT and the commencement of Stockholder are sometimes referred to as and "Indemnified Party" and SUNBELT and the Stockholder are sometimes referred to as an "Indemnifying Party," and any action (including any governmental actionSUNBELT Third Parry Claim and the Stockholder Third Party Claim is sometimes referred to as a "Third Party Claim," in each case as the context so requires), such indemnified party willIndemnified Party shall give written notice to the Indemnifying Party of its or his obligation lo provide indemnification hereunder, if provided that any failure to so notify the Indemnifying Party, shall not relieve them from any liability that it or he may have to the Indemnified Party under this ARTICLE 9. If such notice relates to a claim in respect thereof is Third Party Claim, each Indemnifying Party, jointly and severally, agrees to be made defend, contest or otherwise protect such Indemnified Party against any indemnifying party under this Section 2.7such Third Party Claim at his or its sole cost and expense. Such Indemnified Party shall have the right, deliver but not the obligation, to participate at its own expense in the defense thereof by counsel of such Indemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party to the indemnifying party a written notice of extent reasonably possible. If the commencement thereof and the indemnifying party Indemnifying Party fails timely to defend, contest or otherwise protect against such Third Party Claim, such Indemnified Party shall have the right to participate indo so, andincluding, to the extent the indemnifying party so desireswithout limitation, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counselmake any compromise of settlement thereof, with and such Indemnified Party shall be entitled to recover the reasonable fees entire Cost thereof from the Indemnifying Party, including, without limitation, attorneys' fees, disbursements and expenses amounts paid (or of which such Indemnified Party has become obligated to be paid pay) as the result of such Third Party Claim. Failure by the indemnifying party, if representation Indemnifying Party to notify such Indemnified Party of its or their election to defend any such indemnified party Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the counsel retained by the indemnifying party would be inappropriate due to actual Indemnifying Party of its or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability their right to defend such actionThird Party Claim. If the Indemnifying Party assumes the defense of the particular Third Party Claim, the Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partynot, in the defense of any such claim or litigation, shall, except with the consent of each indemnified partyThird Party Claim, consent to entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party. In addition, the Indemnifying Party shall not enter into any settlement of any Third Party Claim (except with the written consent of such Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party of Indemnified Party a full release from all liability in respect to of such claim or litigationThird Party Claim. The indemnity agreements contained in this Section 2.7 Notwithstanding the foregoing, the Indemnifying Party shall not apply be entitled to amounts paid control (but shall be entitled to participate at their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any loss, claim, damage, liability or action if such settlement is effected without Third Party Claim to the consent of extent the indemnifying party.Third Party Claim seeks

Procedures. Promptly after receipt Each Increasing Lender shall confirm its agreement to increase its Revolving Commitment Amount pursuant to an acknowledgement in a form acceptable to the Administrative Agent, signed by an indemnified party under this Section 2.7 it and each Borrower and delivered to the Administrative Agent at least five (5) days before the effective date of notice such increase. No Lender shall be obligated to provide any Revolving Commitment Increase unless it so agrees in its sole discretion. Any Additional Lender shall be subject to the approval of the commencement of any action Administrative Agent, the Swing Loan Lender and each Issuer. Any increase in the Maximum Credit shall be effected pursuant to an amendment to this Agreement (including any governmental action)each such amendment a “Revolving Commitment Increase Amendment”) and, such indemnified party willas appropriate, the other Credit Documents, executed by the Borrowers, each Additional Lender, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7any, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate inAdministrative Agent. Any such Commitment Increase Amendment may, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of any other Lenders, effect such amendments to any Credit Documents as may be necessary or appropriate, in the indemnifying partyopinion of the Administrative Agent, to effect the provisions of this Section 2.22. Each such Revolving Commitment Increase Amendment and all other documentation in respect of such Revolving Commitment Increase shall be reasonably satisfactory to the Administrative Agent. (i) The Administrative Agent and the Lead Borrower shall determine the effective date of such Revolving Commitment Increase (the “Revolving Commitment Increase Effective Date”). The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the final allocation of such Revolving Commitment Increase and the Revolving Commitment Increase Effective Date. On each Revolving Commitment Increase Effective Date, each Lender or Additional Lender which is providing a Revolving Commitment Amount shall become a “Lender” for all purposes of this Agreement and the other Credit Documents. (ii) On the Revolving Commitment Increase Effective Date, (i) the Borrowers shall repay all Revolving Advances then outstanding, subject to the Borrowers’ obligations under Sections 2.28 or 2.29; provided that subject to the other conditions of this Agreement, the Lead Borrower may request new Revolving Advances on such date and (ii) the Revolving Commitment Percentages of all of the Lenders holding a Revolving Commitment (including each Increasing Lender and/or Additional Lender) shall be recalculated such that each such Lender’s Revolving Commitment Percentage is equal to (x) the Revolving Commitment Amount of such Lender divided by (y) the aggregate of the Revolving Commitment Amounts of all Lenders. Each of the Lenders shall participate in any new Revolving Advances made on or after such date in accordance with their respective Revolving Commitment Percentages after giving effect to the increase in the Maximum Credit and recalculation of the Revolving Commitment Percentages contemplated by this Section 2.22. (iii) On the Revolving Commitment Increase Effective Date, each Increasing Lender shall be deemed to have purchased an additional/increased participation in, and each Additional Lender will be deemed to have purchased a new participation in, each then outstanding Letter of Credit and each drawing thereunder and each then outstanding Swing Loan in an amount equal to such Lender’s Revolving Commitment Percentage (as calculated pursuant to Section 2.22(b)) of the Maximum Undrawn Amount of each such Letter of Credit (as in effect from time to time) and the amount of each drawing and of each such Swing Loan, respectively. As necessary to effectuate the foregoing, each existing Lender holding a Revolving Commitment Percentage that is not an Increasing Lender shall be deemed to have sold to each applicable Increasing Lender and/or Additional Lender, as necessary, a portion of such existing Lender’s participations in such outstanding Letters of Credit and drawings and such outstanding Swing Loans such that, after giving effect to all such purchases and sales, each Lender holding a Revolving Commitment (including each Increasing Lender and/or Additional Lender) shall hold a participation in all Letters of Credit (and drawings thereunder) and all Swing Lines in accordance with their respective Revolving Commitment Percentages (as calculated pursuant to Section 2.22(b) above). (iv) Nothing set forth in Section 10.5 or any pro rata payment provisions in Section 2.14 shall be interpreted as restricting or prohibiting any aspect of the transactions contemplated by this Section 2.21.

Procedures. Promptly after receipt by (a) If any Person who or which is entitled to seek indemnification under Section 8.2 (an indemnified party under this Section 2.7 of “Indemnified Party”) receives notice of the assertion or commencement of any action Third-Party Claim against such Indemnified Party with respect to which the Person against whom or which such indemnification is being sought (including any governmental action), such indemnified party will, if a claim in respect thereof an “Indemnifying Party”) is obligated to be made against any indemnifying party provide indemnification under this Section 2.7Agreement, deliver to the indemnifying party a Indemnified Party will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 days after receipt of such written notice of such Third-Party Claim. Such notice by the commencement Indemnified Party will describe the Third-Party Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the indemnifying party shall estimated amount, if reasonably practicable, of the Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have the right to participate in, andor, by giving written notice to the Indemnified Party, to the extent the indemnifying party so desiresassume, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with of any Third-Party Claim at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel mutually (reasonably satisfactory to the partiesIndemnified Party), and the Indemnified Party will cooperate in good faith in such defense; provided, however, that the Company will be entitled to control the handling of any proceeding, claim, demand or assessments based on a claim for Taxes arising out of or relating to any taxable year or period of any of the Sale Companies ending after the Closing Date. (b) If, within ten days after giving notice of a Third-Party Claim to an indemnified party Indemnifying Party pursuant to Section 8.3(a), an Indemnified Party receives written notice from the Indemnifying Party that the Indemnifying Party has elected to assume the defense of such Third-Party Claim as provided in the last sentence of Section 8.3(a), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof provided, that if there exists a conflict of interest (together including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party (upon and in conformity with advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party will be entitled to retain one counsel reasonably acceptable to the Indemnifying Party, at the expense of the Indemnifying Party; and provided further, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim within ten days after receiving written notice from the Indemnified Party, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs and expenses paid or incurred in connection therewith. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third-Party Claim which would lead to liability or create any financial or other indemnified parties obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or which provides for injunctive or other non-monetary relief applicable to the Indemnified Party, or does not include an unconditional release of all Indemnified Parties. If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim will not exceed the amount of such settlement offer. The Indemnified Party will provide the Indemnifying Party with reasonable access during normal business hours to books, records and employees of the Indemnified Party necessary in connection with the Indemnifying Party’s defense of any Third-Party Claim which is the subject of a claim for indemnification by an Indemnified Party hereunder. (c) Any claim by an Indemnified Party on account of Damages which does not result from a Third-Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount of Damages that has been or may be represented without conflict sustained by one counselthe Indemnified Party. The Indemnifying Party will have a period of ten days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such ten day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (d) A failure to give timely notice or to include any specified information in any notice as provided in Section 8.3(a), (b) or (c) will not affect the rights or obligations of any party hereunder, except and only to the extent that, as a result of such failure, any party which was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise materially prejudiced as a result of such failure. (e) Notwithstanding anything to the contrary in this Agreement, in no event shall any party who is entitled to indemnification under this Article VIII have the right to retain one separate counsel, with the reasonable fees and expenses set off amounts owed (or asserted to be paid by the indemnifying party, if representation of owed) to such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7Article VIII and any and all such set off rights that may exist under common law, but the omission so to deliver written notice to the indemnifying party will not relieve it by statute or otherwise are hereby unconditionally waived. Upon payment in full of any liability that it may have Direct Claim for indemnification pursuant to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in Article VIII or the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry payment of any judgment or enter settlement with respect to a Third-Party Claim, the Indemnifying Party shall be subrogated to the extent of such payment to the rights of the Indemnified Party against any Person with respect to the subject matter of such Direct Claim or Third-Party Claim. (f) Each of the parties acknowledges and agrees that such party entered into each of the Transaction Documents to which it is a party based solely on the representations and warranties set forth therein, and such party is not relying on any settlement which does not include as an unconditional term thereof other information (oral or written) provided by one party to the giving other, including business plans and forecasts. As part of the bargained-for consideration among the parties in respect of the transactions contemplated by the claimant or plaintiff to such indemnified party Transaction Documents, following the Closing, the rights and remedies of a release from all liability the parties in the Transaction Documents constitute the sole and exclusive rights and remedies of the parties under the Transaction Documents in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partytransactions contemplated hereby, all other rights and remedies being hereby irrevocably waived, except for claims based on common law fraud.

Procedures. Promptly (1) HSD/MAD shall distribute an aggregate amount to the CONTRACTOR for all members enrolled with the CONTRACTOR on or before the second Friday of each month. (2) Until a newborn receives a separate member identifier from HSD/MAD, the CONTRACTOR shall submit a payment request to HSD/MAD for the newborn member. HSD/MAD shall pay the CONTRACTOR the monthly rate for the newborn after receipt and verification of the claim by HSD/MAD. (3) HSD/MAD shall make a full monthly payment to the CONTRACTOR for the month in which the member’s enrollment is terminated. The CONTRACTOR shall be responsible for covered medical services provided to the member in any month for which HSD/MAD paid the CONTRACTOR for the member’s care under the terms of this Agreement. (4) HSD/MAD shall have the discretion to recoup payments made by HSD/MAD pursuant to the time periods governed by this Agreement for members who are incorrectly enrolled with more than one CONTRACTOR, including members categorized as newborns or X5; payments made for members who die prior to the enrollment month for which payment was made; and/or payments for members whom HSD/MAD later determines were not eligible for Medicaid during the enrollment month for which payment was made. HSD/MAD periodically will recoup capitations from the CONTRACTOR for individuals who should not have been enrolled with the CONTRACTOR. If the CONTRACTOR has incurred provider expense during any of the months to be recouped by HSD/MAD, reconciliation will be done comparing the CONTRACTOR’S medical expense to the recoupment for that member. Any funds remaining after incurred expense will be recouped. If no expense has been incurred, the entire capitation will be recouped by HSD/MAD. To allow for claim submission lags, HSD/MAD will not request a payment recoupment until one hundred and twenty (120) days have elapsed from the date on which the enrollment/claims payment error was made. In the event of an indemnified party under this Section 2.7 error, which causes payment(s) to the CONTRACTOR to be issued by HSD/MAD, the CONTRACTOR shall reimburse HSD/MAD within thirty (30) days of written notice of such error for the commencement full amount of the payment, subject to the provision of Section 5.6(4) of the agreement. Interest shall accrue at the statutory rate on any action amounts not paid and determined to be due after the thirtieth (including 30th) day following the notice. Any process that automates the recoupment procedures will be mutually agreed upon in advance by HSD/MAD and the CONTRACTOR and documented in writing, prior to implementation of a new automated recoupment process. The CONTRACTOR has the right to dispute any governmental actionrecoupment requests in accordance with Article 15 (DISPUTES). (5) With the exception of newborns born while the mother is an enrolled member, such indemnified party willHSD/MAD is responsible for payment of all inpatient facility and professional services provided from the date of admission until the date of discharge, if a claim member is hospitalized at the time of enrollment. (6) If the member is hospitalized at the time of disenrollment, the CONTRACTOR shall be responsible for payment of all covered acute inpatient facility and professional services from the date of admission to the date of discharge. The CONTRACTOR shall be responsible for coverage of such services until the member is discharged from the hospital. The CONTRACTOR shall be responsible for ensuring proper transition of care if the reason for disenrollment is the member’s selection of a different CONTRACTOR. (7) If a member is in respect thereof is a nursing home at the time of disenrollment (not including loss of Medicaid eligibility), the CONTRACTOR shall be responsible for payment of all covered services until the date of discharge or the time the nature of the member’s care ceases to be made against any indemnifying party sub acute or skilled nursing care, whichever first occurs. The CONTRACTOR shall be responsible for ensuring proper transition of care if the reason for disenrollment is the member’s selection of a different CONTRACTOR. (8) On a periodic basis, HSD/MAD shall provide the CONTRACTOR with coordination of benefits information for enrolled members. The CONTRACTOR shall: A. not refuse or reduce services provided under this Section 2.7, deliver Agreement solely due to the indemnifying party a written notice existence of the commencement thereof and the indemnifying party shall similar benefits provided under other health care contracts; B. have the sole right to participate inof subrogation, andfor twelve (12) months, to initiate recovery or to attempt to recover any third-party resources available to Medicaid members and shall make records pertaining to Third Party Collections (TPL) for members available to HSD/MAD for audit and review; C. notify HSD/MAD as set forth below when the extent the indemnifying party so desires, jointly CONTRACTOR learns (not identified in enrollment roster) that a member has TPL for medical care: i. within fifteen (15) working days when a member is verified as having dual coverage under its managed care organization; and ii. within sixty (60) calendar days when a member is verified as having coverage with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, managed care organization or health carrier. D. communicate and ensure compliance with the reasonable fees requirements of this section by subcontractors that provide services under the terms of this Agreement; E. not charge members for services covered under the terms of this Agreement, except as provided in the MAD Provider Policy Manual Section MAD-701.7, ACCEPTANCE OF RECIPIENT OR THIRD PARTY PAYMENTS; and F. deny payments provided for under this Agreement for new members when, and expenses to be paid for so long as, payment for those members is denied under 42 CFR Section 438 Subpart I. (9) Except as provided in Section 5.6 (4), in those instances where a duplicate payment is identified either by the indemnifying partyCONTRACTOR or HSD/MAD, if representation of such indemnified party by HSD/MAD retains the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving recoup these payments within time periods allowed by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partylaw.

Procedures. Promptly after receipt (a) For purposes hereof, a "Third Party Claim" is a claim asserted against an Indemnified Person by an indemnified a person other than a party to this Agreement. A Person that has (or believes that it has) a claim for indemnification under this Section 2.7 of Article 7 ("Indemnified Person") shall give written notice of to the commencement of any action person who has the indemnification obligation (including any governmental actioneach, an “Indemnifying Person” and collectively, the “Indemnifying Persons”) (a “Claim Notice”), such indemnified party will, if a claim requesting indemnification and describing in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, reasonable detail to the extent then known the indemnifying party so desiresnature of the indemnification claim being asserted by the Indemnified Person, jointly with any other indemnifying party similarly noticed, to assume providing therein an estimate of the defense thereof with counsel mutually satisfactory amount of Losses attributable to the partiesclaim to the extent feasible (which estimate may be but shall not necessarily be conclusive of the final amount of such claim), and also providing therein the basis for and factual circumstances surrounding the Indemnified Person’s request for indemnification under this Article 7; provided, however, that if the claim relates to a breach of an indemnified party (together with all other indemnified parties which may be represented without conflict obligation by one counsel) shall have Indemnifying Person only, then the right to retain one separate counsel, with the reasonable fees and expenses Claim Notice only needs to be paid delivered to such Indemnifying Person. A copy of all papers served on or received by the indemnifying partyIndemnified Person with respect to a Third Party Claim, if representation of such indemnified party by any, shall be attached to the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceedingClaim Notice. The failure of an Indemnified Person to properly deliver a Claim Notice to the Indemnifying Person with respect to a Third Party Claim shall not defeat or prejudice the indemnification rights under this Article 7 of such Indemnified Person with respect to the related Third Party Claim unless and except to the extent that the resulting delay is materially prejudicial to the defense of the Third Party Claim or the amount of Losses associated therewith. The Indemnifying Persons to whom a Claim Notice is delivered shall, within twenty (20) days (or 15 days if the claim is a Third Party Claim) after delivery of a Claim Notice (the "Objection Period") to them, deliver written notice to the indemnifying party within Indemnified Person whether such Indemnifying Person admits or disputes the claim described in the Claim Notice, and in the case of a reasonable time Third Party Claim, whether the Indemnifying Person (or Persons) will assume the defense of the commencement Third Party Claim. If an Indemnifying Person to whom a Claim Notice is delivered notifies the Indemnified Person in writing that he disputes such claim for indemnification, or that he admits the entitlement of any such actionthe Indemnified Person to indemnification under this Article 7 with respect thereto but disputes the amount of the Losses in connection therewith, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability prior to the indemnified party under expiration of the Objection Period, then as to such Indemnifying Person the indemnification claim described in the Claim Notice shall be a disputed indemnification claim (a "Disputed Claim") that must be resolved by an agreement between such Indemnifying Person and Parent or by arbitration in accordance with this Section 2.7, but Agreement. (b) If any Indemnifying Person elects prior to the omission so to deliver expiration of the Objection Period in a written notice to the indemnifying party will not relieve it of any liability that it may have Indemnified Person who delivered the Claim Notice to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in assume the defense of any such claim or litigationa Third Party Claim, shallthen (i) the Indemnifying Persons shall vigorously defend the Third Party Claim with counsel approved by the Indemnified Person (which approval shall not be unreasonably withheld), except with and (ii) the consent of each indemnified party, consent to entry of any judgment or Indemnifying Persons shall not enter into any settlement which does not include as an unconditional term thereof of the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if Third Party Claim unless such settlement is effected without approved in writing by the consent Indemnified Person (which approval may not be unreasonably withheld or delayed). If no Indemnifying Person elects prior to the expiration of the indemnifying partyObjection Period in a written notice to the Indemnified Person who delivered the Claim Notice to assume the defense of a Third Party Claim, then the Indemnified Person may defend the Third Party Claim with counsel of its choice and may enter into a settlement thereof without seeking or obtaining approval of the Indemnifying Persons as to counsel employed or for the making of such settlement.

Procedures. Promptly after receipt by If (i) any Event of Breach occurs or is alleged and a UAG Indemnified Party asserts that the Stockholders have become obligated to a UAG Indemnified Party pursuant to Section 9.1, or if any Stockholders Third Party Claim is begun, made or instituted as a result of which the Stockholders may become obligated to a UAG Indemnified Party hereunder, or (ii) a UAG Event of Breach occurs or is alleged and a Stockholders Indemnified Party asserts that UAG has become obligated to a Stockholders Indemnified Party pursuant to Section 9.2, or if any UAG Third Party Claim is begun, made or instituted as a result of which UAG may become obligated to a Stockholders Indemnified Party hereunder (for purposes of this Article 9, any UAG Indemnified Party and any Stockholders Indemnified Party is sometimes referred to as an indemnified party under this Section 2.7 of notice of "Indemnified Party" and UAG and the commencement of Stockholders are sometimes referred to as an "Indemnifying Party," and any action (including UAG Third Party Claim and any governmental actionStockholders Third Party Claim is sometimes referred to as a "Third Party Claim," in each case as the context so requires), such indemnified party willIndemnified Party shall give written notice to the Indemnifying Party of its or his obligation to provide indemnification hereunder, if provided that any failure to so notify the Indemnifying Party shall not relieve them from any liability that it or he may have to the Indemnified Party under this Article 9. If such notice relates to a claim in respect thereof is Third Party Claim, each Indemnifying Party, jointly and severally, agrees to be made defend, contest or otherwise protect such Indemnified Party against any indemnifying party under this Section 2.7such Third Party Claim at his or its sole cost and expense. Such Indemnified Party shall have the right, deliver but not the obligation, to participate at its own expense in the defense thereof by counsel of such Indemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party to the indemnifying party a written notice of extent reasonably possible. If the commencement thereof and the indemnifying party Indemnifying Party fails timely to defend, contest or otherwise protect against such Third Party Claim, such Indemnified Party shall have the right to participate indo so, andincluding, to the extent the indemnifying party so desireswithout limitation, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counselmake any compromise or settlement thereof, with and such Indemnified Party shall be entitled to recover the reasonable fees entire Cost thereof from the Indemnifying Party, including, without limitation, attorneys' fees, disbursements and expenses amounts paid (or of which such Indemnified Party has become obligated to be paid pay) as the result of such Third Party Claim. Failure by the indemnifying party, if representation Indemnifying Party to notify such Indemnified Party of its or their election to defend any such indemnified party Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the counsel retained by the indemnifying party would be inappropriate due to actual Indemnifying Party of its or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability their right to defend such actionThird Party Claim. If the Indemnifying Party assumes the defense of the particular Third Party Claim, the Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partynot, in the defense of any such claim or litigation, shall, except with the consent of each indemnified partyThird Party Claim, consent to entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party. In addition, the Indemnifying Party shall not enter into any settlement of any Third Party Claim (except with the written consent of such Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party of Indemnified Party a full release from all liability in respect to of such claim or litigationThird Party Claim. The indemnity agreements contained in this Section 2.7 Notwithstanding the foregoing, the Indemnifying Party shall not apply be entitled to amounts paid control (but shall be entitled to participate at their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any lossThird Party Claim to the extent the Third Party Claim seeks an order, claiminjunction or other equitable relief against the Indemnified Party which, damageif successful, liability could materially interfere with the business, operations, assets, condition (financial or action if such settlement is effected without the consent otherwise) or prospects of the indemnifying partyIndemnified Party.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 Agreement of notice of any claim or the commencement of any action (including any governmental action), such the indemnified party willshall, if a claim in respect thereof is to be made against any the indemnifying party under this Section 2.7Agreement, deliver to notify the indemnifying party a written notice in writing of the claim or the commencement thereof and of that action, provided that the failure to notify the indemnifying party shall not relieve it from any liability which it may have the right to participate in, and, to the extent indemnified party unless the indemnifying party so desiresis materially prejudiced in its ability to defend such action. If any such claim shall be brought against an indemnified party, jointly with any other and it shall notify the indemnifying party similarly noticedthereof, the indemnifying party shall be entitled at its expense to participate therein, and to assume the defense thereof with counsel mutually reasonably satisfactory to the partiesindemnified party, and to settle and compromise any such claim or action; provided, however, that an if the indemnified party (together with all other indemnified parties which may has elected to be represented without conflict by one counsel) separate counsel pursuant to the proviso to the following sentence or if such settlement or compromise does not include an unconditional release of the indemnified party for any liability arising out of such claim or action, such settlement or compromise shall be effected only with the consent of the indemnified party, which consent shall not be unreasonably withheld. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Agreement for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation, provided, however, that the indemnified party shall have the right to retain one employ counsel to represent it if, in the opinion of counsel to the indemnified party, it is advisable for the indemnified party to be represented by separate counselcounsel due to actual or potential conflicts of interest, with and in that event the reasonable fees and expenses to of such separate counsel shall be paid by the indemnifying party; provided, if representation of such indemnified party by the counsel retained by that in no event shall the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceedingresponsible for the fees of more than one counsel. The failure parties shall each render to deliver written notice each other such assistance as may reasonably be requested in order to ensure the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the proper and adequate defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent proceeding. Each party agrees to entry of promptly pay any judgment or enter into any settlement which does not include as amounts required to be paid to an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party hereunder, upon the receipt of a release from all liability in respect to notice of such claim or litigation. The indemnity agreements contained in pursuant to the provisions of this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyAgreement.

Procedures. Promptly after receipt by In order for an indemnified party (the "INDEMNIFIED PARTY") to be entitled to any indemnification provided for under this Section 2.7 of notice of the commencement of any action Agreement (including any governmental actionexcept with respect to claims made pursuant to section 7.02(vi) to which such procedures shall not apply), such indemnified party willIndemnified Party shall, if a claim in respect thereof is within 20 days following the discovery of the matters giving rise to be made against any indemnifying party under this Section 2.7Loss, deliver to notify the indemnifying party a written notice (the "INDEMNIFYING PARTY") in writing of its claim for indemnification for such Loss, specifying in reasonable detail the nature of such Loss and the amount of the commencement thereof and liability estimated to accrue therefrom; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnifying party shall have the right to participate in, and, indemnification provided hereunder except to the extent the indemnifying Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party's receipt thereof, all information and documentation reasonably requested by the Indemnifying Party with respect to such Loss; PROVIDED, HOWEVER, that failure to make such delivery shall not affect the indemnification provided here under except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. If the indemnification sought pursuant hereto involves a claim made by a third party (which shall not include Parent, Seller or any of their affiliates or Purchaser or its affiliates) against the Indemnified Party (a "THIRD PARTY CLAIM"), the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim and, if it so desires, jointly with any other indemnifying party similarly noticedchooses, to assume the defense thereof of such Third Party Claim with counsel mutually satisfactory selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict Indemnified Party for any legal expenses subsequently incurred by one counsel) shall have the right to retain one separate counsel, Indemnified Party in connection with the reasonable fees and expenses defense thereof. If the Indemnifying Party chooses to be paid by the indemnifying partydefend or prosecute a Third Party Claim, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time all of the commencement of any such action, if prejudicial to its ability to defend such action, parties hereto shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such claim or litigation, shall, except with Third Party Claim which the consent Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to connection with such claim Third Party Claim; PROVIDED that if such settlement, compromise or litigation. The indemnity agreements contained in this Section 2.7 discharge would impose a material order, material injunction or other material non-monetary damages on the Indemnified Party, the Indemnifying Party shall not apply to amounts paid in settlement of any loss, claim, damage, liability settle or action if compromise such settlement is effected Third Party Claim without the prior written consent of the indemnifying partyIndemnified Party (which consent shall not be unreasonably withheld or delayed). Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent.

Procedures. Promptly after receipt If any CLAIM covered by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action)15.1 is brought, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of PARTY’S obligations are conditioned upon the commencement thereof and following: (i) the indemnified PARTY shall promptly notify the indemnifying party shall have the right to participate inPARTY in writing of such CLAIM, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying PARTY of any of its obligations hereunder except if the indemnifying PARTY is prejudiced by such failure or delay; [***] indicates that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, certain information contained herein has been omitted and filed separately with the reasonable fees Securities and expenses Exchange Commission. Confidential treatment has been requested with respect to be paid the omitted portions. 57 (ii) the indemnifying PARTY shall assume, at its cost and expense, the sole defense of such CLAIM through counsel selected by the indemnifying partyPARTY, if representation except that those indemnified may at their option and expense select and be represented by separate counsel; (iii) the indemnifying PARTY shall maintain control of such defense and/or the settlement of such CLAIM, and the indemnified party by the counsel retained by PARTY shall cooperate with the indemnifying party would be inappropriate due to actual or potential differing interests between such PARTY; (iv) those indemnified party may, at their option and any other party represented by such counsel expense, participate in such proceeding. The failure defense, and if they so participate, the indemnifying PARTY and those indemnified shall cooperate with one another in such defense; (v) the indemnifying PARTY will have authority to deliver written notice consent to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or monetary judgment, to enter into any settlement which or otherwise to dispose of such CLAIM (provided and only to the extent that an indemnified PARTY does not include as have to admit liability and such judgment does not involve equitable relief), and an unconditional term thereof indemnified PARTY may not consent to the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement entry of any lossjudgment, claim, damage, liability enter into any settlement or action if otherwise to dispose of such settlement is effected CLAIM without the prior written consent of the indemnifying partyPARTY; and (vi) the indemnifying PARTY shall pay the full amount of any judgment, award or settlement with respect to such CLAIM and all other costs, fees and expenses related to the resolution thereof; provided that such other costs, fees and expenses have been incurred or agreed, as the case may be, by the indemnifying PARTY in its defense or settlement of the CLAIM. [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.