Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, and subject to Section 11.6(a), the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. (b) Any Losses payable to a Tyler Indemnified Party pursuant to this ARTICLE XI shall be satisfied: (i) first, from the Escrow Amount; provided that any Shareholders’ Representative Expenses incurred in connection with the defense and settlement of a claim for indemnity under this ARTICLE XI shall also be deemed to be Losses to be satisfied from the Escrow Amount, but only to the extent funds are available following the payment of the Losses due to any Tyler Indemnified Party in connection with such claim for indemnity, and (ii) second, to the extent the amount of Losses payable exceeds the amounts available to the Tyler Indemnified Party from the Escrow Amount, such excess shall be an obligation of the Shareholders, severally and not jointly (limited to their Pro Rata Shares), except with respect to Losses that are indemnifiable under Section 11.1(a)(i), which shall be a several obligation of the Principal Shareholder responsible for the breach and not limited by his Pro Rata Share. (c) Indemnification payments under this Agreement from the Escrow Amount shall be satisfied from the Escrowed Cash and the Escrowed Shares pro rata to the original amounts thereof deposited into the Escrow Account. (d) For purposes of determining indemnification payments under this Agreement that are satisfied by the release of Escrowed Shares from the Escrow Account, the value of an Escrowed Share shall be deemed to be equal to the Average Trading Price. (e) Upon the termination of the Escrow Account pursuant to the terms of the Escrow Agreement, the Escrow Agent shall pay (or deliver, in the case of Escrowed Shares) any amounts remaining in the Escrow Account (i) first, to the Shareholders’ Representative for any Shareholders’ Representative Expenses, and (ii) second, to the Shareholders as set forth in the Escrow Agreement in accordance with their Pro Rata Shares.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article VI, the Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such fifteen (15) Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding the date such payment has been made at a rate per annum equal to ten percent (10%). Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed. (b) Any Losses payable to a Buyer Indemnitee pursuant to this Article VI shall be satisfied: (i) first from the Indemnification Escrow Fund; and (ii) second from a Seller to the extent the amount of Losses exceeds the amounts available to the Buyer Indemnitee from the Indemnification Escrow Fund.

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Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VIII, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds (or, if Buyer is the Indemnified Party, Buyer may set-off such Loss against the next applicable Earn-Out Payment, as set forth in Section 2.08(g) herein). The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding the date such payment has been made at a rate per annum equal to 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed, without compounding. (b) Any Losses payable to a Buyer Indemnitee pursuant to this ARTICLE VIII shall be satisfied: (i) from the Indemnification Escrow Fund; and (ii) to the extent the amount of Losses exceeds the amounts available to the Buyer Indemnitee in the Indemnification Escrow Fund, from Sellers.

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Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VII, the Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such fifteen (15) Business Day period, any amount payable shall accrue interest from such 15th day to and including the date such payment has been made at a rate per annum equal to twelve percent (12%) per annum. Such interest shall be calculated daily on the basis of a 365/366 day year and the actual number of days elapsed. (b) Any Losses payable to a Buyer Indemnitee pursuant to this ARTICLE VII as a result of a breach of any representation or warranty (other than any of the Sellers’ Fundamental Representations) shall be satisfied: (i) first, from the Indemnification Escrow Fund; and (ii) second, to the extent the amount of Losses exceeds the amounts available to the Buyer Indemnitee in the Indemnification Escrow Fund, from Sellers jointly and severally.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VIII, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. (b) Subject to the limitations set forth in Section 8.04, any Losses payable to a Buyer Indemnitee pursuant to this ARTICLE VIII shall be satisfied as follows: (i) first, from the Indemnification Escrow Fund (which, with respect to claims under Section 8.02(a)(i), will be made against the Indemnification Escrow Fund in the amount of 50% of such Losses on a dollar-for-dollar basis with the remaining 50% of such Losses to be borne by Buyer on a dollar-for-dollar basis as Buyer’s share of the retention amount under the R&W Insurance Policy); (ii) second, to the extent the amount of Losses exceeds the amounts available to the Buyer Indemnitee in the Indemnification Escrow Fund, from the proceeds of the R&W Insurance Policy; and (iii) third, to the extent such Losses exceed the amounts available to the Buyer Indemnitee in the Indemnification Escrow Fund and are not covered by the R&W Insurance Policy because of coverage being denied (except with respect to any denial of coverage as a result of the failure of Buyer to comply with the terms of the R&W Insurance Policy, for which Sellers shall have no further indemnification obligations hereunder), severally by Sellers in accordance with their Pro Rata Percentages.

Payments; Indemnification Escrow Fund. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VIII, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non- appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to 5%. Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed.

Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VIII, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 Business Day period. (b) Any Losses payable to a Buyer Indemnitee pursuant to ARTICLE VIII shall be satisfied: (i) from the Indemnification Escrow Fund; (ii) to the extent the amount of Losses exceeds the amounts available to the Buyer Indemnitee in the Indemnification Escrow Fund, from the R&W Insurance Policy; and (iii) to the extent provided in Section 8.08, from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares); (c) Upon the termination of the Indemnification Escrow Fund pursuant to the terms of the Escrow Agreement, the Escrow Agent shall pay any amounts remaining in the Indemnification Escrow Fund to the Sellers as set forth in the Escrow Agreement in accordance with their Pro Rata Shares.

Payments; Indemnification Escrow Fund. Tax Treatment of Indemnification Payments 92 Section 8.08 Effect of Investigation 93

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