Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.

Procedure for Indemnification. After receipt Upon becoming aware of a claim for indemnification hereunder (whether as a result of any Third Party Claim or in connection with any Losses incurred by an Indemnified indemnified Party under pursuant to this Article VI or otherwise), the indemnified Party shall give, in accordance with the terms of Section 11.1 of 9.2, notice of such claim (a “Claim Notice”) to the commencement indemnifying Party, providing reasonable detail of any action, or any other actual or potential Indemnity Claim, such Indemnified how the claim has arisen and an estimate of the amount the indemnified Party shall, if a claim in respect thereof is reasonably anticipates that it will be entitled to be made against a Member (on account of indemnification by the “Indemnifying Member”), give written notice thereof indemnifying Party. If the indemnifying Party does not object to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member indemnification claim within 30 days of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt receiving notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member amount of such Claim Notice shall be entitled to participate therein and, to deemed final and undisputed and the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume recover the defense amount of such action with counsel of its own choice, at the expense of the Indemnifying Memberclaim. If the action is asserted against both indemnifying Party objects to such indemnification claim (by notifying the Indemnifying Member and the Indemnified indemnified Party and within 30 days (asuch notice, an “Objection Notice”) there is of receiving a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liabilityClaim Notice), the Indemnifying Member Parties shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all attempt to resolve such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless claim in good faith within 30 days of the number date of indemnified partiesthe Objection Notice. If the Indemnifying Member elects Parties are unable to assume resolve such claim, the defense of indemnified Party shall be free to pursue such action, (y) no compromise or settlement thereof remedies as may be effected by available on the Indemnifying Member without terms and subject to the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionprovision of this Agreement.

Procedure for Indemnification. After receipt by an Notwithstanding anything to the contrary in this Servicing Agreement, in the event that a Person is entitled to indemnification pursuant to the terms of this Servicing Agreement, such Person (hereinafter called the "Indemnified Party") shall promptly notify the person against whom such indemnity may be sought (hereinafter called the "Indemnifying Party") in writing and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party under Section 11.1 of notice of or, at the commencement of any action, or any other actual or potential Indemnity ClaimIndemnified Party's option, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (may select its own counsel with the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations consent of the Indemnifying MemberParty, the Indemnifying Member which consent shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein andunreasonably withheld or delayed, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and represent the Indemnified Party and (a) there any others the Indemnifying Party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. It is a conflict of interests which renders it inappropriate understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the same counsel to represent both the Indemnifying Member reasonable fees and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition expenses of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm at any one time (in addition to any local counsel) for all such Indemnified Parties (unless necessary because of attorneys to represent the indemnified partiesconflicts of interest), regardless of the number of indemnified partiesand all such fees and expenses shall be reimbursed as they are incurred. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may Such firm shall be effected designated in writing by the Indemnified Party. The Indemnifying Member Party shall not be liable for any settlement of any proceeding effected without the indemnified party’s its written consent, which consent (which shall not be unreasonably withheld) unless withheld or delayed, but if settled with such consent or if there be a final judgment for the sole relief provided is monetary damages that are paid in full by plaintiff, the Indemnifying Member and (z) Party agrees to indemnify the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party from and against any loss or liability by reason of such actionsettlement or judgment.

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of the commencement of (a) In case any actionclaim is made, or any other actual suit or potential Indemnity Claim, such Indemnified Party shall, if a claim action is commenced against Bank in respect thereof is to of which indemnification may be made against a Member (the “Indemnifying Member”)sought by it under this Section 7.02, Bank shall promptly give written Servicer notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member and Servicer shall be entitled to participate therein and, to the extent that it may wish, to assume in the defense thereof and, with prior written notice to Bank given not later than twenty (20) days after the delivery of the applicable notice from Bank, to assume, at Servicer’s expense, the defense thereof, with counsel reasonably satisfactory to such indemnified partyBank. If the Indemnifying Member elects After notice from Servicer to Bank of its election so to assume the defense thereof, Servicer shall not be liable to Bank under this Section for any attorneys’ fees or other expenses subsequently incurred by Bank in connection with the defense thereof, except as set forth in Section 7.02(b), other than reasonable costs of such action, the Indemnified Party investigation. (b) Bank shall have the right to employ separate counsel at its own expense counsel if Servicer elects to assume such defense, but the fees and expenses of such counsel shall be at Bank’s expense, unless (i) the employment of such counsel has been authorized in writing by Servicer, (ii) Servicer has not employed counsel to participate in take charge of the defense thereof. If within twenty (20) days after delivery of the Indemnifying Member elects not applicable notice or, having elected to assume (or fails to assume) the such defense, thereafter ceases its defense of such action, or at any time fails diligently to pursue such defense, (iii) Bank has reasonably concluded that the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense interests of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders Parties are conflicting such that it would be inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or parties (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member which case Servicer shall not be responsible for paying for more than one separate firm of attorneys have the right to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume direct the defense of such action on behalf of Bank), in any of which events the attorneys’ fees and expenses of counsel to Bank shall be borne by Servicer. (c) Bank or Servicer may at any time notify the other of its intention to settle or compromise any claim, suit or action against Bank in respect of which payments may be sought by Bank hereunder, and (i) Servicer may settle or compromise any such claim, suit or action solely for the payment of money damages for which Bank will be fully indemnified hereunder and given a full and complete release of any and all liability by all relevant parties relating to such claim, suit or action, but shall not agree to any other settlement or compromise unless Bank consents in writing, which consent shall not be unreasonably withheld (yit being agreed that any failure of an Bank to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) no Bank may settle or compromise any such claim, suit or settlement thereof may be effected by the Indemnifying Member action solely for an amount not exceeding One Thousand Dollars ($1,000), but shall not settle or compromise any other matter without the indemnified party’s prior written consent (of Servicer, which consent shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.

Procedure for Indemnification. After Promptly after receipt by an Indemnified Party under Section 11.1 of notice of the assertion of a claim or the commencement of a proceeding by a third-party with respect to any action, or any other actual or potential Indemnity Claimmatter referred to in Section 7.01 which could be the subject of an indemnification claim against the Seller hereunder, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), shall give written notice thereof to such Indemnifying Member. The the Seller and thereafter shall keep the Seller reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to promptly notify give the Indemnifying Member Seller written notice as provided herein shall not relieve such Indemnifying Member the Seller of any liability that it may have to any Indemnified Party with respect to such action; provided that, its obligations hereunder except to the extent that the Seller (x) incurs any incremental costs directly related to the delay in failing to provide such notice within a reasonable period of time or (y) is otherwise materially and adversely prejudiced by such failure. If any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Memberproceeding (including any litigation, arbitration or similar proceeding) shall be brought against any Indemnified Party, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party Seller shall be entitled to assume the defense of such action thereof at the Seller’s expense with counsel of its own choice, at chosen by the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member Seller and the reasonably satisfactory to such Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified partyParty; provided, however, that if there is more than one any Indemnified Party and it is practical for all may at its own expense retain separate counsel to participate in such parties to be represented by common counsel, the Indemnifying Member defense. The Seller shall not be responsible liable under this Article VII for paying for more than one separate firm any amount paid in settlement of attorneys to represent such claims or proceedings without the indemnified parties, regardless consent of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of Seller unless such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be is unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.

Procedure for Indemnification. After Promptly after receipt by an Indemnified Party indemnified party under this Section 11.1 8.4 of notice of the commencement of any action (including any governmental action, or any other actual or potential Indemnity Claim), such Indemnified Party shallindemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8.4, deliver to the indemnifying party a Member (the “Indemnifying Member”), give written notice of commencement thereof to such Indemnifying Member. The failure to promptly notify and the Indemnifying Member indemnifying party shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled right to participate therein in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel reasonably mutually satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified partyparties; provided, however, that if there is more than one Indemnified Party an indemnified party shall have the right to retain its own counsel, with the fees and it is practical for all such parties expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel for the indemnifying party, 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 common counsel, such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Member indemnifying party within a reasonable time of the commencement of any such action shall not be responsible for paying for more than one separate firm relieve such indemnifying party of attorneys any liability to represent the indemnified parties, regardless of party under this Section 8.4 only the number of indemnified parties. If the Indemnifying Member elects extent prejudicial to assume the defense of its ability to defend such action, (y) no compromise or settlement thereof may be effected by but the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect omission so to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.deliver

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of The following procedure shall apply to the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof foregoing agreements to indemnify and hold harmless: (a) The party who is to be made against a Member seeking indemnification (the “Indemnifying MemberClaimant”), ) shall give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member party from whom indemnification is sought (the “Indemnitor”) promptly after the Claimant learns of the commencement thereofclaim or proceeding, provided that the Indemnifying Member failure to give such notice shall be entitled to participate therein and, not relieve the Indemnitor of its obligations hereunder except to the extent that it may wish, is actually damaged thereby. (b) With respect to assume any third-party claims or proceedings as to which the defense thereof with counsel reasonably satisfactory Claimant is entitled to such indemnified party. If the Indemnifying Member elects to assume the defense of such actionindemnification, the Indemnified Party Indemnitor shall have the right to select and employ separate counsel at of its own choosing to defend against any such claim or proceeding, to assume control of the defense of such claim or proceeding, and to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. The Claimant may elect to participate in the defense thereofof any such third party claim, and may, at its sole expense, retain separate counsel in connection therewith. If Subject to the Indemnifying Member elects not to assume foregoing (or fails to assumei) the defense of Claimant shall not settle or compromise any such action, or at any time fails diligently to pursue such defense, third party claim without the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense prior written consent of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party Indemnitor and (aii) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member Indemnitor shall not be responsible for paying for more than one separate firm of attorneys to represent settle or compromise any such third party claim without the indemnified parties, regardless prior written consent of the number Claimant, in each case of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (yi) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written and (ii) which consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.

Procedure for Indemnification. After (a) Any Indemnified party making a claim for indemnification hereunder shall notify the indemnifying party or parties of the claim in writing. Subject to Sections 17.1, 17.2, 17.3 and 17.4, an indemnified party may take any and all actions against an indemnifying party or parties to enforce its rights to indemnification under this Agreement. (b) With respect to third Person claims which are indemnifiable hereunder, promptly after receipt by an Indemnified Party under Section 11.1 Sections 15.2 or 15.3 of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “an Indemnifying Member”)Party under such Section, give written notice thereof to such the Indemnifying MemberParty of the commencement thereof. The failure to promptly so notify the Indemnifying Member Party shall not relieve such the Indemnifying Member Party of any liability that it may have to any an Indemnified Party with respect to such action; provided that, only to the extent that any such the Indemnifying Party is prejudiced by the failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increaseso notified. In the case of any such action shall be brought against an Indemnified Party for which and the Indemnified Party has given shall give written notice to the Indemnifying Member Party of the commencement thereof, the Indemnifying Member Party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partyIndemnified Party. If the Indemnifying Member Party elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member Party elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying MemberParty. If the action is asserted against both the Indemnifying Member Party and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member Party and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liabilityParty, the Indemnifying Member Party shall be responsible for paying for separate counsel for the indemnified partyIndemnified Party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counselParty, the Indemnifying Member Party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified partiesIndemnified Parties, regardless of the number of indemnified partiesIndemnified Parties. If the Indemnifying Member Party elects to assume the defense of such action, (ya) no compromise or settlement thereof may be effected by the Indemnifying Member Party without the indemnified party’s Indemnified Party's written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member Party and (zb) the Indemnifying Member Party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action).

Procedure for Indemnification. After receipt by an (a) If a party hereto seeks indemnification under this Section 7, such party (the “Indemnified Party under Section 11.1 of Party”) shall give written notice of to the commencement other party (the “Indemnifying Party”) after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party) or discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the claim, the amount thereof (if known and quantifiable), whether insurance may be available (if known), and the basis thereof; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation or other actual claim shall be brought or potential Indemnity Claimasserted by any third party which, such if adversely determined, would entitle the Indemnified Party shallto indemnity pursuant to this Section 7, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to Indemnified Party shall promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Membersame in writing, specifying in detail the basis of such claim and the facts pertaining thereto and the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, notify any applicable insurer and to control (subject to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to rights of such indemnified party. If the Indemnifying Member elects to assume insurer) the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to the Indemnified Party’s claim for indemnification at its expense with reputable counsel reasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first agree to be fully responsible for all Damages relating to such claims and that it will provide full indemnification to the Indemnified Party for all Damages (to the extent not reimbursed by insurance) relating to such claim; and provided further that the Indemnifying Party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party, if the claim over which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal or quasi-criminal allegations, or (iii) involves a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. (b) If the Indemnifying Party is permitted to assume and control the defense and elects to do so, the Indemnified Party shall have the right to employ counsel separate from counsel at its own expense employed by the Indemnifying Party in any such action and to participate in the defense thereof. If , subject to the control of the Indemnifying Member elects not to assume (or fails to assume) Party, but the defense fees and expenses of such action, or at any time fails diligently to pursue such defense, counsel employed by the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If Indemnified Party unless (i) the action is asserted against both employment thereof has been specifically authorized by the Indemnifying Member Party in writing, or (ii) a conflict of interest between the Indemnifying Party and the Indemnified Party and Party. (ac) there is a conflict of interests which renders it inappropriate for the same counsel to represent both If the Indemnifying Member and Party shall control the defense of any such claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless before entering into any settlement of a claim or ceasing to defend such claim, if pursuant to or as a result of such settlement or cessation, injunction or other equitable relief will be imposed against the sole relief provided is monetary damages that are paid in full by Indemnified Party or if such settlement does not expressly unconditionally release the Indemnifying Member Indemnified Party from all liabilities and (z) the Indemnifying Member shall have no liability obligations with respect to such claim, without prejudice. If the Indemnified Party shall control the defense of any compromise or settlement thereof effected without its such claim, the Indemnified Party shall obtain the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld) unless the Indemnifying Member has failed before entering into any settlement of a claim or ceasing to defend such Indemnified claim, if the Indemnifying Party is a named defendant in such claim and pursuant to or as a result of such settlement or cessation, injunction or other equitable relief will be imposed against the Indemnifying Party or if such actionsettlement does not expressly unconditionally release the Indemnifying Party from all liabilities and obligations with respect to such claim, without prejudice.

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of (a) If either party shall receive notice of the commencement of any actionclaim or Action brought, asserted, commenced or pursued by any other actual person or potential Indemnity entity not a party to this Agreement (hereinafter a "Third Party Claim, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”"), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to which the other party is or may be obligated to make an Indemnity Payment, it shall give such action; provided thatother party prompt notice thereof (including any pleadings relating thereto) after becoming aware of such Third Party Claim, specifying in such reasonable detail as is known to it the nature of such Third Party Claim and the amount or estimated amount thereof, to the extent that any such failure to provide prompt notice estimate is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member then feasible (which estimate shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member conclusive of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense final amount of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified partyclaim); provided, however, that if there the failure of a party to give notice as provided in this Section 4.4 shall not relieve the other party of its indemnification obligations under this Article 4, except to the extent that such other party is more than one Indemnified actually prejudiced by such failure to give notice. (b) For any Third Party and it Claim concerning which notice is practical for all such parties required to be represented by common counselgiven, and, in fact, is given under subparagraph (a) of this Section 4.4, the Indemnifying Member Party shall defend in a timely manner, to the extent permitted by law, such Third Party Claim through counsel appointed by the Indemnifying Party and reasonably acceptable to the Indemnitee. Once an Indemnifying Party has commenced its defense of an Indemnitee, it cannot be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless withdraw from such defense until conclusion of the number matter, unless the Indemnified Party agrees to the withdrawal or the Indemnitee is also defending the claim. The Indemnitee shall have the right to participate in the defense of indemnified parties. the Third Party Claim by employing separate counsel at its own expense. (c) If a party responds to a notice of a Third Party Claim by denying its obligation to indemnify the other party, or if the Indemnifying Member elects Party fails to assume defend in a timely manner, the Indemnitee shall be entitled to defend such Third Party Claim through counsel appointed by it. In addition, if it is later determined that such party wrongfully denied such claim, or the Indemnifying Party failed to defend timely, then the Indemnifying Party shall (i) reimburse the Indemnitee for all costs and expenses (other than salaries of officers and employees) incurred reasonably by the Indemnitee in connection with its defense of such Third Party Claim; and (ii) be estopped from challenging a judgment, order, settlement, compromise, or consent judgment resolving the Third Party Claim entered into in good faith by the Indemnitee (if such claim has been resolved prior to the conclusion of the proceeding between the Indemnitee and Indemnifying Party). An Indemnifying Party, after initially rejecting a claim for defense or indemnification, may defend and indemnify the Indemnitee, at any time prior to the resolution of said Third party Claim, for such claim, provided that (x) the Indemnifying Party reimburses the Indemnitee for all costs and expenses (other than salaries of officers and employees) incurred reasonably by the Indemnitee in connection with its defense of such Third Party Claim up to the time the Indemnifying Party assumes control of the defense of such action, claim (including costs incurred in the transition of the defense from the Indemnitee to the Indemnifying Party); and (y) the assumption of the defense of the Third Party Claim will not prejudice or cause harm to the Indemnitee. (d) With respect to any Third Party Claim for which indemnification has been claimed hereunder, no party shall enter into any compromise or settlement settlement, or consent to the entry of any judgment which (i) does not include as a term thereof may be effected the giving by the Indemnifying Member third party of a release to the Indemnitee from all further liability concerning such Third Party Claim on terms no less favorable than those obtained by the party entering into such compromise, settlement or consent; or (ii) imposes any obligation on the Indemnitee without the indemnified party’s such Indemnitee's written consent (such consent not to be withheld unreasonably), except an obligation to pay money which the Indemnifying Party has agreed to pay on behalf of the Indemnitee. In the event that an Indemnitee enters into any such compromise, settlement or consent without the written consent of the Indemnifying Party (other than as contemplated by Section 4.4(c) hereof), the entry of such compromise, settlement or consent shall not relieve the Indemnifying Party of its indemnification obligation related to the claims underlying such compromise, settlement or consent. (e) Upon final judgment, determination, settlement or compromise of any Third Party Claim, and unless otherwise agreed by the parties in writing, the Indemnifying Party shall pay promptly on behalf of the Indemnitee, or to the Indemnitee in reimbursement of any amount theretofore required to be unreasonably withheld) unless paid by the sole relief provided is monetary damages that are paid Indemnitee, the amount so determined by final judgment, determination, settlement or compromise. Upon the payment in full by the Indemnifying Member and (z) Party of such amount, the Indemnifying Member Party shall succeed to the rights of such Indemnitee to the extent not waived in settlement, against the third party who made such Third Party Claim and any other person who may have no liability been liable to the Indemnitee with respect to the indemnified matter. (f) In connection with defending against Third Party Claims, the parties shall cooperate with and assist each other by making available all employees, books, records, communications, documents, items and matters within their knowledge, possession or control that are necessary, appropriate or reasonably deemed relevant with respect to defense of such claims; provided, however, that nothing in this subparagraph (f) shall be deemed to require the waiver of any compromise privilege, including the attorney-client privilege, or settlement thereof effected without protection afforded by the attorney work product doctrine. In addition, regardless of the party actually defending a Third Party Claim for which there is an indemnity obligation under Section 4.1 or 4.2 hereof, the parties shall give each other regular status reports relating to such action with detail sufficient to permit the other party to assert and protect its written consent rights and obligations under this Agreement. (which g) The provisions of this Section 4.4 shall not survive for two (2) years following the date of this Agreement and shall be unreasonably withheld) unless the Indemnifying Member has failed exclusive procedures for any claims subject to defend such Indemnified Party against such actionthe provisions of Sections 4.1 or 4.2 hereof.

Procedure for Indemnification. After receipt by In the event that any person (an "Indemnified Party Party") entitled to indemnification under Section 11.1 of notice of the commencement of any action, 7.1(a) or any other actual or potential Indemnity Claim7.1(b) is seeking such indemnification, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to shall promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified indemnifying Party with respect to such action; provided that, to (the extent that any such failure to provide prompt notice is responsible for an increase "Indemnitor") in the indemnity obligations writing of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense claim (and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified partyreasonable detail); provided, however, that if there is more than one failure to give such notification shall not affect the indemnification to be provided hereunder except to the extent the Indemnitor shall have been actually prejudiced as a result of such failure. The Indemnitor shall manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnified Party shall provide the Indemnitor, at the Indemnitor's cost, with reasonable assistance and it is practical for all relevant information to support the defense of any such parties to be represented claim. The Indemnitor shall not accept any settlement which imposes liability not covered by common counselthis indemnification or impose any obligation on, or otherwise adversely affect, the Indemnifying Member Indemnified Party or other Party without the prior written consent of such Indemnified Party or other Party, as applicable. Nothing contained in this Section 7.2 shall not oblige the Indemnified Party to take any action or steps in its own name in defending any claim, action or proceedings; however, the Indemnified Party, at is option and expense, may review and comment on the defense of any claim through its own counsel; provided that the Indemnitor shall be responsible for paying for the fees and costs of the Indemnified Party's counsel if: (1) the Indemnitor and the Indemnified Party shall have mutually agreed to the retention of such counsel; (2) the Indemnified Party shall have reasonably concluded that there may be one or more than legal defenses available to it which are different from or additional to those available to the Indemnitor; or (3) the named parties to any such proceeding (including the impleaded parties) include both the Indemnitor and the Indemnified Party, and representation of both parties by the same counsel would be inappropriate in the opinion of the Indemnified Party's counsel due to actual or potential differing interests between them; in any such case, one separate (1) firm of attorneys separate from the Indemnitor's counsel may be retained to represent the indemnified partiesIndemnified Party at the Indemnitor's expense. As the Parties intend complete indemnification, regardless all costs and expenses incurred by an Indemnified Party in connection with enforcement of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, Sections 7.1(a) or (yb) no compromise or settlement thereof may shall also be effected reimbursed by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionIndemnitor.

Procedure for Indemnification. After Each party indemnified under subsection (a) or (b) of this Section 3.06 (the "Indemnified Party") shall, promptly after receipt by an Indemnified Party under Section 11.1 of actual notice of any claim or the commencement of any action, or any other actual or potential Indemnity Claim, action against such Indemnified Party shall, if a claim in respect thereof is of which indemnity may be sought, notify the party required to be made against a Member provide indemnification (the “"Indemnifying Member”)Party") in writing of the claim or the commencement thereof, give written notice thereof provided that the failure of the Indemnified Party to such Indemnifying Member. The failure to promptly notify the Indemnifying Member Party shall not relieve such the Indemnifying Member of Party from any liability that which it may have to any an Indemnified Party with respect on account of the indemnity agreement contained in subsection (a) or (b) of this Section 3.06, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall relieve the Indemnifying Party from any other liability which it may have to such action; provided that, to the extent that Indemnified Party. If any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member claim or action shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to Party, it shall notify the Indemnifying Member of the commencement thereof, Party thereof and the Indemnifying Member Party shall be entitled to participate therein therein, and, to the extent that it may wishwishes, jointly with any other similarly notified Indemnifying Party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partythe Indemnified Party. If After notice from the Indemnifying Member elects Party to the Indemnified Party of its election to assume the defense of such claim or action, the Indemnifying Party shall not be liable (except to the extent the proviso to this sentence is applicable, in which event it will be so liable) to the Indemnified Party under this Section 3.06 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 that each Indemnified Party shall have the right to employ separate counsel at to represent it and assume its own expense defense (in which case, the Indemnifying Party shall not represent it) if (i) upon the advice of counsel, the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) in the event the Indemnifying Party has not assumed the defense thereof within 10 days of receipt of notice of such claim or commencement of action, and in which case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party. The Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one firm for all such Indemnified Parties, unless conflicting interests of the Indemnified Parties make the retention of one firm on behalf of all of them unreasonable. If any Indemnified Party employs such separate counsel it will not enter into any settlement agreement which is not approved by the Indemnifying Party, such approval not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any such claim or action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. In any action hereunder as to which the Indemnifying Party has assumed the defense thereof with counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party shall continue to be entitled to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action thereof with counsel of its own choice, at the expense of but, except as set forth above, the Indemnifying Member. If the action is asserted against both the Indemnifying Member and Party shall not be obligated hereunder to reimburse the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the costs thereof. Each Indemnified Party shall furnish such information regarding itself or (b) such action could the claim in question as an Indemnifying Party may reasonably be expected to result request in the imposition of criminal liability, the Indemnifying Member writing and as shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the reasonably required in connection with defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member claim and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionlitigation resulting therefrom.

Procedure for Indemnification. After receipt (a) A claim for indemnification for any matter not involving a third party claim may be asserted by an Indemnified Party under Section 11.1 of notice of to the commencement of any actionparty from whom indemnification is sought; provided, or any other actual or potential Indemnity Claimhowever, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The that failure to promptly so notify the Indemnifying Member Party shall not relieve such Indemnifying Member of preclude the Indemnified Party from any liability that indemnification which it may have to any Indemnified Party claim in accordance with respect to such action; this Article 5, except as provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increaseSection 5.4 below. In the case of any such action brought claim asserted by a third party against an a party entitled to indemnification under this Agreement (the “Indemnified Party for which Party”), the Indemnified Party has given written notice shall deliver a Notice of Claim to the party required to provide indemnification (the “Indemnifying Member Party”) within a reasonable time after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought. The Indemnified Party shall permit the Indemnifying Party (at the expense of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects Party) to assume the defense of any such actionclaim or any litigation resulting therefrom, provided, that (i) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, (ii) the Indemnifying Party shall have acknowledged in writing to the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder, and (iii) the failure of any Indemnified Party to deliver a Notice of Claim as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is prejudiced as a result of such failure to deliver such Notice of Claim. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in assume control over the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled settlement, negotiations or litigation relating to assume the defense of any such action with counsel of its own choice, claim at the expense sole cost of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified partyParty; provided, however, that if there is the Indemnifying Party will not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding; and provided, further, that if the Indemnified Party and it is practical for all such parties to be represented by common counsel, does so assume control (i) the Indemnifying Member Party shall not be responsible for paying for more than one separate firm of attorneys entitled to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume participate in the defense of such action, claim (y) no compromise or settlement thereof may be effected by at the Indemnifying Member Party’s expense) and (ii) the Indemnified Party shall not settle such claim or litigation without the indemnified party’s written consent (which shall of the Indemnifying Party, such consent not to be unreasonably withheld) unless . In the sole relief provided is monetary damages event that are paid the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand, and shall be entitled to settle or agree to pay in full by such claim or demand; provided, however, that except with the prior written consent of the Indemnifying Member and (z) Party, such Indemnified Party shall not consent to entry of any judgment nor enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnifying Member shall have no Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnifying Party of a release from all liability with respect to such claim or litigation. In any compromise event, the Company and the Purchaser shall cooperate with each other in the defense of any claim or settlement thereof effected without its written consent litigation subject to this Section 5 and, subject to applicable attorney-client privileges unless otherwise specifically waived in writing, the records of each of the Company and the Purchaser shall be available to the other with respect to such defense. (which b) The right to indemnification or any other remedy based on representations, warranties, covenants and agreements in this Agreement or any ancillary agreement shall not be unreasonably withheldaffected by any investigation conducted with at any time, or any knowledge acquired (or capable of being acquired) unless at any time, whether before or after the Indemnifying Member has failed execution and delivery of this Agreement or the Closing Date, with respect to defend the accuracy or inaccuracy of or compliance with, any such Indemnified Party against representation, warranty, covenant or agreement. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any such actioncovenant or agreements, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants and agreements.

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member following procedure shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party apply with respect to such action; provided that, to any claims or proceedings covered by the extent that any such failure to provide prompt notice indemnification obligations in this Article 1. (a) The party who is responsible for an increase in seeking indemnification (the indemnity obligations of the Indemnifying Member, the Indemnifying Member "Claimant") shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given give written notice to the Indemnifying Member party from whom indemnification is sought (the "Indemnitor") promptly, but in no event greater than 10 business days, after the Claimant learns of the commencement thereofclaim or proceeding; provided that the failure to give such notice shall not relieve the Indemnitor of its obligations hereunder if the Claimant uses its best efforts to mitigate Claimant's damages, the Indemnifying Member shall be entitled to participate therein and, except to the extent it is actually damaged thereby. Notwithstanding anything to the contrary contained herein, in the event that it may wish, a Claimant gives notice to assume the defense thereof with counsel reasonably satisfactory to Indemnitor within such indemnified party. If the Indemnifying Member elects to assume the defense of such action10 business day time period set forth above, the Indemnified Party Claimant shall have no obligation to mitigate Claimant's damages under this paragraph 1.3(a). (b) With respect to any third-party claims or proceedings as to which the Claimant is entitled to indemnification, the Indemnitor shall have the right to select and employ separate counsel of its own choosing to defend against any such claim or proceeding, to assume control of the defense of such claim or proceeding, and to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided, however that the Claimant may employ counsel, of its own choosing, at its own expense sole expense. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. The Claimant may elect to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of any such actionthird party claim, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choiceand may, at its sole expense, retain separate counsel in connection therewith. Subject to the expense foregoing the Claimant shall not settle or compromise any such third party claim without the prior consent of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests Indemnitor, which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.

Procedure for Indemnification. After (a) Promptly after receipt by an Indemnified Party under Section 11.1 indemnified party of notice of the commencement of any action, or any other actual or potential Indemnity Claimproceeding against it by a third party, such Indemnified Party shallindemnified party will, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party indemnifying party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written give notice to the Indemnifying Member indemnifying party of the commencement thereof, the Indemnifying Member shall of such claim. (b) The indemnifying pxxxx will be entitled to participate therein and, in such proceeding and to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects wishes to assume the defense of such actionproceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the Indemnified Party shall have indemnifying party to the right to employ separate counsel at indemnified party of its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled election to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liabilityproceeding, the Indemnifying Member shall indemnifying party will not, as long as it diligently conducts such defense, be responsible for paying for separate counsel for liable to the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical party for all such parties any fees of other counsel or any other expenses with respect to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such actionproceeding subsequently incurred by the indemnified party in connection with the defense of such proceeding. In connection with any indemnification, (y) no compromise or settlement thereof the indemnified party will cooperate with all reasonable requests of the indemnifying party. A claim for indemnification for any matter not involving a third party claim may be effected asserted by prompt written notice to the Indemnifying Member without the party from whom indemnification is sought, subject to any limitations contained in this Article 9. (c) The indemnifying party shall have ten (10) days to object to any notice of claim or loss made by an indemnified party’s written consent (which . If the indemnifying party objects to such notice of claim or loss, or fails to respond in such time period, the parties shall endeavor in good faith to settle the dispute through negotiation. If the dispute cannot be unreasonably withheld) unless resolved through negotiation, or another mutually agreeable dispute resolution mechanism, either of the sole relief provided is monetary damages that are paid in full by parties has the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect right to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionrequest non-binding mediation.

Procedure for Indemnification. After receipt by an Indemnified Party under Section If any party seeks indemnification pursuant to Sections 11.1 or 11.2 it shall notify the party required to provide indemnification hereunder of notice any claim made or action commenced against the party to be indemnified, within a reasonable time after such party shall have been notified of the commencement Claim or shall have been served with the summons or other first legal process giving information as to the nature and basis of any action, or any other actual or potential Indemnity the Claim, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member indemnifying party shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such Claim or action, the Indemnified Party employ counsel of its choice and bear all expenses relating to such defense. The indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If of such claim or action and to employ separate counsel, but the Indemnifying Member elects not fees and expenses of such counsel shall be at the expense of the indemnified party unless (a) the engagement thereof shall have been specifically authorized by the indemnifying party or (b) the indemnifying party shall fail to assume (or fails to assume) the defense of such action, or at any time fails diligently and engage counsel. Notwithstanding anything to pursue such defensethe contrary in the foregoing, the Indemnified Party shall be entitled indemnified party, upon written notice to the indemnifying party, may at its expense assume the defense of such action with claim or action, and employ counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result The parties shall each cooperate in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of any such action, (y) claim and shall make available to each other records and other materials required for use in such defense. In no compromise event shall the indemnifying party be liable for any settlement of any action or settlement thereof may be effected by the Indemnifying Member claim made without the indemnified party’s its written consent (which consent. Xxxxxxx Xxxxxxxxxx shall not be unreasonably withheld) unless the sole relief provided act on behalf of Pivot if indemnification is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability sought pursuant to Section 11.1 above with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionan act of Pivot.

Procedure for Indemnification. After (a) Promptly after receipt by an Indemnified Party under Section 11.1 hereunder of written notice of the commencement of any action, or any other actual or potential Indemnity ClaimProceeding with respect to which a claim for indemnification may be made pursuant to this Section 8, such Indemnified Party shallwill, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”)Intrepid Potash, give written notice thereof to Intrepid Potash of the commencement of such Indemnifying Member. The Proceeding; provided, however, that the failure of the Indemnified Party to promptly notify the Indemnifying Member give notice as provided herein shall not relieve such Indemnifying Member Intrepid Potash of any liability that it may have to any Indemnified Party with respect to such action; provided thatits obligations under this Section 8, except to the extent that any Intrepid Potash is materially prejudiced by such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for give notice. (b) In case any such increase. In the case of any such action Proceeding is brought against an Indemnified Party for which the Party, unless in such Indemnified Party’s reasonable judgment (after consultation with legal counsel) a bona fide conflict of interest between such Indemnified Party has given written notice to the Indemnifying Member and Intrepid Potash may exist in respect of the commencement thereofsuch Proceeding, the Indemnifying Member shall Intrepid Potash will be entitled to participate therein and, to the extent that it may wish, in and to assume the defense thereof (at its expense) with counsel reasonably satisfactory to such indemnified party. If Indemnified Party, and after notice from Intrepid Potash to such Indemnified Party of its election so to assume the Indemnifying Member elects defense thereof, Intrepid Potash will not be liable to such Indemnified Party 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, in the event Intrepid Potash declines or fails to assume the defense of such action, the Proceeding or to employ counsel reasonably satisfactory to the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate Party, in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such actioneither case within a 30-day period, or at any time fails diligently to pursue if a court of competent jurisdiction determines that Intrepid Potash is not vigorously defending such defenseProceeding, the Indemnified Party shall be entitled to assume the defense or if there is a bona fide conflict of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member interest between Intrepid Potash and the Indemnified Party, then such Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same may employ counsel to represent both or defend it in any such Proceeding and Intrepid Potash shall pay the Indemnifying Member reasonable fees and the Indemnified Party disbursements of such counsel or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified partyother representative as incurred; provided, further, however, that if there is Intrepid Potash shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single Proceeding. (c) Intrepid Potash will not settle any such Proceeding or consent to the entry of any judgment without the prior written consent of the Indemnified Party, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnified Party from all liability in respect of such Proceeding and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnified Party and it is practical for all does not otherwise adversely affect such parties to be represented by common counselIndemnified Party, the Indemnifying Member shall not be responsible for paying for more other than one separate firm of attorneys to represent the indemnified parties, regardless as a result of the number imposition of financial obligations for which such Indemnified Party will be indemnified partieshereunder. If No Indemnified Party will settle any such Proceeding or consent to the Indemnifying Member elects to assume the defense entry of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member any judgment without the indemnified party’s prior written consent of Intrepid Potash (which shall such consent not to be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action).

Procedure for Indemnification. After receipt (1) Upon the assertion by an Indemnified Party under Section 11.1 any third party of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is that may give rise to rights of indemnification under this Section 11, the party entitled to be made against a Member indemnified (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to "Indemnified Party") shall promptly notify the other party (the "Indemnifying Member Party") in writing of the claim. The Indemnifying Party may undertake the defense, compromise, or settlement of such claim, provided that: (A) The Indemnifying Party shall not relieve such Indemnifying Member of any liability that it may have timely provide to any the Indemnified Party all information with respect to such action; provided thatdefense, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Membercompromise, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which or settlement as the Indemnified Party has given written notice to may request; and (B) The Indemnifying Party shall not assume any position or take any action in connection with such defense, compromise, or settlement that would impose an obligation of any kind or restrict the actions of the Indemnified Party, it being understood that the Indemnifying Member of Party would be acting solely on its own behalf, for its own account, and at its own risk. (2) In the commencement thereof, event that the Indemnifying Member shall be entitled to participate therein andParty does not undertake the defense, to the extent that it may wishcompromise, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense or settlement of such actionclaim as provided in the foregoing, the Indemnified Party shall have the right to employ separate counsel undertake the defense, compromise, or settlement of such claim on behalf of, for the account of, at its own the expense of, and to participate in at the defense thereof. If risk of the Indemnifying Member elects not to assume (Party. The Indemnified Party shall, however, notify the Indemnifying Party of any compromise or fails to assume) the defense settlement of any such action, or at any time fails diligently to pursue claim. Any such defense, claim paid by the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of payable by the Indemnifying Member. If the action is asserted against both the Indemnifying Member and Party to the Indemnified Party and (a) there is a conflict on demand of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or with interest thereon from the date of demand at the rate of eight percent (b8%) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionper annum.

Procedure for Indemnification. After receipt by an (a) If any Action shall be threatened or instituted or any demand shall be asserted against any Indemnified Party in respect of which indemnification may be sought under Section 11.1 the provisions of this Agreement, the Indemnified Party shall promptly cause written notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case assertion of any such action brought against an demand or Action of which it has knowledge to be forwarded to the Indemnifying Party. Such notice shall contain a reference to the provisions hereof or of such other agreement, instrument or certificate delivered pursuant hereto, in respect of which such Action or demand is being made. The Indemnified Party's failure to give the Indemnifying Party for which prompt notice shall not preclude the Indemnified Party has given written notice to from obtaining indemnification from the Indemnifying Member of Party under this Article IV unless the commencement thereof, Indemnified Party's failure has materially prejudiced the Indemnifying Member shall be entitled Party's ability to participate therein and, to defend the extent that it may wish, to assume demand or Action. Notwithstanding the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such actionforegoing, the Indemnified Party shall have the right to employ separate counsel pay, settle, or compromise any Action or demand that is solely for money damages, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder and shall provide to the Indemnifying Party a written release from all liability in respect of such Action or demand. (b) If the Indemnified Party seeks indemnification from the Indemnifying Party as a result of an Action or demand being made by a third party (a "Third Party Claim"), the Indemnifying Party shall have the right to promptly assume the control of the defense of any Action with respect to such Third Party Claim, including, at its own expense and expense, employment by it of counsel reasonably satisfactory to participate in the defense thereofIndemnified Party. If the Indemnifying Member Party elects not to assume the control of the defense of any such Third Party Claim (or fails which shall be without prejudice to assume) its right at any time to assume subsequently the control of such defense), the Indemnifying Party will nonetheless be entitled, at its own expense, to participate in such defense. The Indemnified Party may, in its sole discretion and, if the Indemnifying Party shall have assumed the control of the defense of the Action, at its own expense, employ counsel to represent it in the defense of the Third Party Claim, and in such event counsel for the Indemnifying Party shall cooperate with counsel for the Indemnified Party in such defense, provided that, if the Indemnifying Party shall have assumed the control of the defense of the Action, the Indemnifying Party shall direct and control the defense of such actionThird Party Claim or proceeding. Without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), the Indemnifying Party shall not admit any liability with respect to, or at settle, compromise or discharge, any time fails diligently Third Party Claim or consent to pursue the entry of any judgment with respect thereto, except in the case of any settlement that includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such defenseThird Party Claim. In addition, except as provided in the last sentence of Section 4.4(a), whether or not the Indemnifying Party shall have assumed the defense of the Third Party Claim, the Indemnified Party shall be entitled not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim or consent to assume the defense entry of such action any judgment with counsel of its own choicerespect thereto, at without the expense prior written consent of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which consent shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by withheld or delayed), and the Indemnifying Member and (z) Party will not be subject to any liability for any such admission, settlement, compromise, discharge or consent to judgment made by an Indemnified Party without such prior written consent of the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionParty.

Procedure for Indemnification. After Promptly after receipt by an Indemnified Party under Section 11.1 of notice of the assertion of a claim or the commencement of a proceeding by a third-party with respect to any action, or any other actual or potential Indemnity Claimmatter referred to in Section 7.01 which could be the subject of an indemnification claim against the Seller hereunder, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), shall give written notice thereof to such Indemnifying Member. The the Seller and thereafter shall keep the Seller reasonably informed with respect thereto; provided, however, that failure of an Indemnified Party to promptly notify give the Indemnifying Member Seller written notice as provided herein shall not relieve such Indemnifying Member the Seller of any liability that it may have to any Indemnified Party with respect to such action; provided that, its obligations hereunder except to the extent that the Seller (x) incurs any incremental costs directly related to the delay in failing to provide such notice within a reasonable period of time or (y) is otherwise materially and adversely prejudiced by such failure. If any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Memberproceeding (including any litigation, arbitration or similar proceeding) shall be brought against any Indemnified Party, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party Seller shall be entitled to assume the defense of such action thereof at the Seller's expense with counsel of its own choice, at chosen by the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member Seller and the reasonably satisfactory to such Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified partyParty; provided, however, that if there is more than one any Indemnified Party and it is practical for all may at its own expense retain separate counsel to participate in such parties to be represented by common counsel, the Indemnifying Member defense. The Seller shall not be responsible liable under this Article VII for paying for more than one separate firm any amount paid in settlement of attorneys to represent such claims or proceedings without the indemnified parties, regardless consent of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of Seller unless such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be is unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.

Procedure for Indemnification. After receipt by 13.3.1 Each Party, on behalf of itself and its respective C4X Indemnitees or Company Indemnitees (each such Person, an Indemnified "Indemnitee"), shall provide the other Party under Section 11.1 of (“Indemnifying Party") prompt written notice of the commencement of any actionClaim for which such Indemnitee intends to seek indemnification under this Agreement, or any other actual or potential Indemnity Claimprovided, such Indemnified Party shallhowever, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The that failure to promptly notify the Indemnifying Member give such notification shall not relieve such Indemnifying Member of any liability that it may have affect each applicable Indemnitee's entitlement to any Indemnified Party with respect to such action; provided that, indemnification (or the corresponding indemnifying Party's indemnification obligations) hereunder except to the extent that the indemnifying Party shall have been materially prejudiced as a result of such failure. The Indemnifying Party shall have the initial right (but not obligation) to defend any such failure to provide prompt notice is responsible Claim for which an increase Indemnitee seeks indemnification under this Agreement as contemplated in the indemnity obligations of preceding sentence so long as the Indemnifying Member, the Indemnifying Member shall not be responsible for any Party provides notice of its assumption of defence within thirty (30) days of receiving such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partyindemnification notice. If the Indemnifying Member elects Party fails to state in a written notice during such thirty (30) day period its willingness to assume the defense defence of such actiona Claim, C4X Indemnitee(s) or Company Indemnitee(s), as the Indemnified Party case may be, shall have the right to employ separate counsel defend, settle or otherwise dispose of such Claim at the Indemnifying Party’s cost, subject to the terms hereof. 13.3.2 The Indemnifying Party may enter into any settlement with respect to, any such Claim for which it has assumed defence, provided that such settlement (a) includes an unconditional release of the Indemnitee from any and all liability to any Third Party, (b) does not adversely affect the Indemnitee’s rights hereunder or impose any obligations on the Indemnitee in addition to those set forth herein, (c) does not involve any injunctive or other equitable relief which would be imposed on Indemnitee, and (d) does not provide for any finding or admission of a violation of law or violation of the rights of any Person by the Indemnitee or any of its own expense Affiliates. The Indemnitee, its employees, agents and to participate Affiliates shall cooperate fully with the Indemnitor and its legal representatives in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense investigation and defence of such any action, claim or at any time fails diligently liability covered by this indemnification. The Indemnitee shall have the right, but not the obligation to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with represented by counsel of its own choice, selection and at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionown expense.

Procedure for Indemnification. After receipt by an Notwithstanding anything to the contrary in this Servicing Agreement, in the event that a Person is entitled to indemnification pursuant to the terms of this Servicing Agreement, such Person (hereinafter called the "Indemnified Party") shall promptly notify the person against whom such indemnity may be sought (hereinafter called the "Indemnifying Party") in writing and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party under Section 11.1 of notice of or, at the commencement of any action, or any other actual or potential Indemnity ClaimIndemnified Party's option, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (may select its own counsel with the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations consent of the Indemnifying MemberParty, the Indemnifying Member which consent shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein andunreasonably withheld or delayed, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and represent the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and any others the Indemnified Party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. It is understood that the Indemnifying Party shall not, in connection with any proceeding or (b) such action could reasonably be expected to result related proceedings in the imposition of criminal liabilitysame jurisdiction, the Indemnifying Member shall be responsible for paying for separate counsel liable for the indemnified party; provided, however, that if there is more than one Indemnified Party reasonable fees and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for expenses of more than one separate firm at any one time (in addition to any local counsel) for all such Indemnified Parties (unless necessary because of attorneys to represent the indemnified partiesconflicts of interest), regardless of the number of indemnified partiesand all such fees and expenses shall be reimbursed as they are incurred. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may Such firm shall be effected designated in writing by the Indemnified Party. The Indemnifying Member Party shall not be liable for any settlement of any proceeding effected without the indemnified party’s its written consent, which consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by withheld or delayed, but if settled with such consent or if there be an adverse final judgment, the Indemnifying Member and (z) Party agrees to indemnify the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party from and against any loss or liability by reason of such actionsettlement or judgment.

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of Any Person entitled to ----------------------------- indemnification hereunder shall (i) give prompt written notice of to the commencement indemnifying party of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in with respect thereof is to be made against a Member which it seeks indemnification (provided that the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member give prompt notice shall not relieve impair any Person's right to indemnification hereunder to the extent such Indemnifying Member failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict of any liability that it interest between such indemnified and indemnifying parties may have to any Indemnified Party exist with respect to such action; provided thatclaim, to the extent that any permit such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects indemnifying party to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action claim with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel reasonably satisfactory to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there . If such defense is more than one Indemnified Party and it is practical for all such parties to be represented by common counselassumed, the Indemnifying Member indemnifying party shall not be responsible subject to any liability for paying for more than one separate firm of attorneys to represent any settlement made by the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member party without the indemnified party’s written its consent (which but such consent shall not be unreasonably withheld) unless ). An indemnifying party who is not entitled to, or elects not to, assume the sole relief provided is monetary damages that are paid in full defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by the Indemnifying Member and (z) the Indemnifying Member shall have no liability such indemnifying party with respect to such claim, unless in the reasonable judgment of any compromise or settlement thereof effected without its written consent (which shall not indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. Notwithstanding anything in this Section 5(C) to the contrary, in the event the Company determines, in good faith, that a claim materially affects the interests of the Company, the Company may solely control the defense of such claim with counsel reasonably satisfactory to the Company. In the event the Company is an indemnified party pursuant to this Section V, the indemnifying party may be unreasonably withheld) unless subject to liability if the Indemnifying Member has failed to defend such Indemnified Party against such actionCompany settles a claim in good faith and in a reasonable manner.

Procedure for Indemnification. After Each party indemnified under paragraph (a) or (b) of this Section 1.7 (the “Indemnified Party”) shall, promptly after receipt by an Indemnified Party under Section 11.1 of notice of any claim or the commencement of any action, or any other actual or potential Indemnity Claim, action against such Indemnified Party shall, if a claim in respect thereof is of which indemnity may be sought, notify the party required to be made against a Member provide indemnification (the “Indemnifying MemberParty”)) in writing of the claim or the commencement thereof; provided, give written notice thereof that the failure of the Indemnified Party to such Indemnifying Member. The failure to promptly notify the Indemnifying Member Party shall not relieve such the Indemnifying Member of Party from any liability that it may have to any an Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in on account of the indemnity obligations agreement contained in paragraph (a) or (b) of this Section 1.7, unless the Indemnifying MemberParty was materially prejudiced by that failure, and in no event shall relieve the Indemnifying Member Party from any other liability it may have to that Indemnified Party. If any claim or action shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to Party, it shall notify the Indemnifying Member of the commencement thereof, Party thereof and the Indemnifying Member Party shall be entitled to participate therein therein, and, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partythe Indemnified Party. If After notice from the Indemnifying Member elects Party to the Indemnified Party of its election to assume the defense of such any claim or action, the Indemnified Indemnifying Party shall have not be liable (except to the right extent the proviso to employ separate counsel at its own expense and this sentence is applicable, in which event it will be so liable) to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.under this

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of the commencement acquiring knowledge of any actionDamage or Claim for which Seller, on the one hand, or any Purchaser, on the other actual or potential Indemnity hand, have agreed to provide indemnification under this Article (an “Indemnifiable Claim”), such Indemnified Party shall, if a claim in respect thereof is the Person to be made against a Member indemnified (the “Indemnifying MemberIndemnitee”), ) shall give to the indemnifying party (the “Indemnitor”) written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement (a “Claim Notice”) thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all failure to provide such parties to be represented by common counsel, the Indemnifying Member notice shall not be responsible for paying for more than one separate firm of attorneys to represent relieve the indemnified parties, regardless Indemnitor of the number of indemnified partiesobligation to indemnify the Indemnitee except to the extent such party had been materially prejudiced by such failure or delay. If the Indemnifying Member elects Indemnitor acknowledges its obligation in writing to assume indemnify the Indemnitee for the Indemnifiable Claim (which acknowledgment may be made without admission of ultimate liability through a reservation of rights), the Indemnitor will have the right to control the defense of any proceeding relating thereto, unless it is relieved of its obligations to defend hereunder with respect to such defense by the Indemnitee and the Indemnitee has released the Indemnitor from its Liability with respect thereto, in which case, the Indemnitee shall pay its own expense of such defense. If the Indemnitor controls the defense of such actionIndemnifiable Claim, the Indemnitee shall cooperate with the Indemnitor in resolving such matter including by providing the availability and cooperation of its employees who are familiar with the transactions out of which such Indemnifiable Claim may have arisen and by providing Indemnitor with necessary and relevant documents relating to the subject matter of such Indemnifiable Claim. If the Indemnitor fails or refuses to acknowledge its obligation to undertake such defense, settlement or other resolution of such Indemnifiable Claim within thirty (y30) no compromise or settlement thereof days after receipt of the Claim Notice (which may be effected undertaken without admission of ultimate liability through a reservation of rights), then the Indemnitee may itself defend, settle or otherwise resolve the Indemnifiable Claim, and the Indemnitor shall be responsible for all reasonable costs incurred by the Indemnifying Member without Indemnitee in connection therewith, provided any settlement of such Indemnifiable Claim shall require the indemnified party’s written consent (of the Indemnitor, which shall not be unreasonably withheld) unless , conditioned or delayed. If the sole relief provided is monetary damages that are paid in full by Indemnitor shall assume the Indemnifying Member and (z) defense, settlement or other resolution of any Indemnifiable Claim, it shall not settle the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected Indemnifiable Claim without its the written consent (of the Indemnitee, which shall not be unreasonably withheld) , conditioned or delayed, unless the Indemnifying Member has failed settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a release of the Indemnitee, reasonably satisfactory to defend the Indemnitee, from all Liability with respect to such Indemnified Party against such actionIndemnifiable Claim and in the case of a Claim related to Taxes, a release from all Liability for similar or related Claims.

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of the commencement of (a) If any actionlegal proceeding shall be instituted, or any other actual claim or potential Indemnity Claimdemand made, such Indemnified Party shallagainst an indemnifying party in respect of which an indemnifying party may be liable hereunder, or if either party hereto for any reason shall believe that it has a claim against the other party pursuant to the respective Section 8.1 or 8.2 hereof, then the indemnified party or the party believing it has a claim against the other party, as the case may be (in either case, the "Indemnified Party"), shall give prompt written notice hereunder to the indemnifying party or the party against whom the party giving notice believes it has a claim, as the case may be (in either case, the "Indemnifying Party"). Such notice shall specify in reasonable detail the date such underlying claim or belief first was asserted or arose, the nature of the Loss(es) for which payment is claimed, the Section or Sections of this Agreement upon which such claim is based, and the amount payable in respect thereof is to be made against thereto, and shall provide a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member copy of any liability that it may have to any Indemnified Party with respect to such action; provided that, all pleadings relating to the extent that any such failure underlying claim. (b) If an Indemnifying Party shall receive notice pursuant to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Memberthis Section 8.3, the Indemnifying Member shall not be responsible for any Party may, at its sole option, elect to defend against the Loss, which is the subject of such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partynotice. If the Indemnifying Member Party elects to assume the defense of such actiondefend, then the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, and the trial counsel for the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of chosen by the Indemnifying Member. If the action is asserted against both the Indemnifying Member Party and such trial counsel shall be reasonably satisfactory to the Indemnified Party and (a) there is a conflict Party, the costs of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and shall be borne by the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified partiesParty. If the Indemnifying Member elects Party does not elect to assume defend, then the defense Indemnified Party may do so by its own counsel, such counsel shall be reasonably satisfactory to the Indemnifying Party, the costs of such action, (y) no compromise or settlement thereof may which shall be effected borne by the Indemnifying Member without Party, and the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense. (c) If the amount of any actual Loss indemnified party’s written consent (which against hereunder shall not at any time subsequent to the payment of any indemnity payable hereunder, be unreasonably withheld) unless reduced by any recovery, settlement or other payment, then the sole relief provided is monetary damages that are paid in full amount of such reduction, less any expense incurred by the Indemnifying Member and (z) party receiving such recovery, settlement or other payment in connection therewith, shall be repaid promptly to the Indemnifying Member shall have no liability with respect to any compromise Party. (d) The aggregate indemnification obligations of Bioglan on the one hand and Medicis and IMX on the other hand under Section 8.1 or settlement thereof effected without its written consent 8.2 hereof, as the case may be, will not exceed United States Three Million Dollars (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionUS $3,000,000).

Procedure for Indemnification. After receipt by If an event occurs which a Party believes requires indemnification ("Indemnification Event"), the Party seeking indemnification ("Indemnified Party") shall give prompt written notice to the other Party ("Indemnifying Party") providing reasonable details of the nature of the event and the basis of the indemnity claim. The Indemnifying Party shall then have the right, at its expense and with counsel of its choice, to defend, contest, or otherwise protect against any such action. The Indemnified Party under Section 11.1 shall also have the right, but not the obligation, to participate at its own expense in the defense with counsel of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such its choice. The Indemnified Party shall, if a claim shall cooperate as requested by the Indemnifying Party to assist it in respect thereof is to be made against a Member (defending or contesting any such action. If the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure Indemnified Party fails to promptly notify the Indemnified Party of the occurrence of an Indemnification Event, to the extent, but only to the extent, that such failure results in a material adverse effect on the Indemnifying Member Party, the Indemnified Party shall not relieve such Indemnifying Member of any liability that it may have be entitled to any Indemnified Party indemnification with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partyIndemnification Event. If the Indemnifying Member elects to assume the defense Party fails within thirty (30) days after receipt of such notice: (a) to notify the Indemnified Party of its intent to defend, or (b) to defend, contest, or otherwise protect against such suit, action, investigation, claim or proceeding, or fails to diligently continue to provide such defense after undertaking to do so, the Indemnified Party shall have the right right, upon ten (10) days' prior written notice to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not Party, to assume (or fails to assume) the defense of defend, settle and satisfy any such suit, action, claim, investigation or at any time fails diligently to pursue such defense, proceeding and recover the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense costs of the Indemnifying Member. If the action is asserted against both same from the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionParty.

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.

Procedure for Indemnification. After (a) Promptly after receipt by an Indemnified Party under Section 11.1 indemnified party of notice of the commencement of any action, or any other actual or potential Indemnity Claimproceeding against it by a third party, such Indemnified Party shallindemnified party will, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party indemnifying party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written give notice to the Indemnifying Member indemnifying party of the commencement thereof, the Indemnifying Member shall of such claim. (b) The indemnifying party will be entitled to participate therein and, in such proceeding and to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects wishes to assume the defense of such actionproceeding with counsel reasonably satisfactory to the indemnified party and, after notice from the Indemnified Party shall have indemnifying party to the right to employ separate counsel at indemnified party of its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled election to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liabilityproceeding, the Indemnifying Member shall indemnifying party will not, as long as it diligently conducts such defense, be responsible for paying for separate counsel for liable to the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical party for all such parties any fees of other counsel or any other expenses with respect to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such actionproceeding subsequently incurred by the indemnified party in connection with the defense of such proceeding. In connection with any indemnification, (y) no compromise or settlement thereof the indemnified party will cooperate with all reasonable requests of the indemnifying party. A claim for indemnification for any matter not involving a third party claim may be effected asserted by prompt written notice to the Indemnifying Member without the party from whom indemnification is sought, subject to any limitations contained in this Article 9. (c) The indemnifying party shall have ten (10) days to object to any notice of claim or loss made by an indemnified party’s written consent (which . If the indemnifying party objects to such notice of claim or loss, or fails to respond in such time period, the parties shall endeavor in good faith to settle the dispute through negotiation. If the dispute cannot be unreasonably withheld) unless resolved through negotiation, or another mutually agreeable dispute resolution mechanism, either of the sole relief provided is monetary damages that are paid in full by parties has the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect right to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionrequest non-binding mediation.

Procedure for Indemnification. After DEFENSE OF THIRD-PARTY CLAIMS (a) Promptly after receipt by an Indemnified Party a Person entitled to indemnity under Section 11.1 10.2 or 10.3 (an "Indemnified Person") of notice of the commencement assertion of any actiona third-party claim against it, or any other actual or potential Indemnity Claim, such the Indemnified Party shallPerson will, if a claim in respect thereof is to be made against a Member Person obligated to indemnify under such Section (the “an "Indemnifying Member”Person"), give written notice thereof to the Indemnifying Person of the assertion of such Indemnifying Memberclaim. The An Indemnified Person's failure to promptly notify an Indemnifying Person will not relieve the Indemnifying Member shall not relieve such Indemnifying Member Person of any liability Liability that it may have to any the Indemnified Party with respect to such action; provided thatPerson, except to the extent that any the Indemnifying Person demonstrates that the resolution of such claim is prejudiced by the Indemnified Person's failure to provide prompt notice give such notice. (b) If any claim referred to in Section 10.7(a) is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which Person by means of a Proceeding and the Indemnified Party has given written Person gives notice to the Indemnifying Member Person of the commencement thereofof such Proceeding, the Indemnifying Member shall Person will be entitled to participate therein in such Proceeding and, to the extent that it may wishwishes (unless (i) the Indemnifying Person is also a party to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense thereof of such Proceeding with counsel reasonably satisfactory to such indemnified partythe Indemnified Person. If After notice from the Indemnifying Member elects Person to the Indemnified Person of its election to assume the defense of such actionProceeding, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Party shall have the right Person under this Article 10 for any fees of other counsel or any other expenses with respect to employ separate counsel at its own expense and to participate in the defense thereofof such Proceeding, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the Indemnifying Member elects not to assume (or fails to assume) Person assumes the defense of such actiona Proceeding, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof of such claims may be effected by the Indemnifying Member without the indemnified party’s written consent Person unless (which shall not be unreasonably withheldA) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and Person or (zB) the Indemnified Person consents to such compromise or settlement, which such consent will not be unreasonably withheld or delayed. (c) If written notice is given to an Indemnifying Member shall have no liability with respect Person of the commencement of any Proceeding and the Indemnifying Person does not, within fifteen days after the Indemnified Person's notice is given, give written notice to the Indemnified Person of its election to assume the defense of such Proceeding, the Indemnifying Person will be bound by any determination made in such Proceeding or any compromise or settlement thereof effected by the Indemnified Person. (d) Notwithstanding the foregoing, if an Indemnified Person 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 damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Proceeding (unless the Indemnifying Person is also a party to such Proceeding and the Indemnifying Person determines in good faith that joint representation would be inappropriate), but the Indemnifying Person will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its written consent (which shall may not be unreasonably withheld). (e) unless Notwithstanding the Indemnifying Member has failed to defend such Indemnified Party against such actionprovisions of Sections 10.7(a) through (d), any claim involving Taxes will be governed by Article 11.

Procedure for Indemnification. After receipt by (a) In the event that any claim, demand or Action for which a Party (an “Indemnifying Party”), would be liable to the another Person under Sections 6.2 or 6.3 (an “Indemnified Person”) is asserted against or sought to be collected from an Indemnified Party under Section 11.1 of notice of by a third party, the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof with reasonable promptness, notify the Indemnifying Party of such claim, demand or Action, but the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Article VI, except to the extent the Indemnifying Party demonstrates that the defense of such claim, demand or Action is to be made against a Member materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days from receipt of the above notice from the Indemnified Party (the “Indemnifying MemberNotice Period”), give written notice thereof ) to such Indemnifying Member. The failure to promptly notify the Indemnified Party whether or not the Indemnifying Member shall not relieve Party desires, at the Indemnifying Party’s sole cost and expense, to defend the Indemnified Party against such Indemnifying Member of claim, demand or Action; provided, however, that the Indemnified Party is hereby authorized to file, prior to and during the Notice Period, any liability motion, answer or other pleading that it may have shall deem necessary or appropriate to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations protect its interests or those of the Indemnifying Member, the Indemnifying Member shall Party and not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice prejudicial to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partyParty. If the Indemnifying Member Party elects to assume the defense of any such actionclaim, demand or Action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member Party elects not to assume the defense of such claim, demand or Action (or fails to assume) give notice to the defense Indemnified Party prior to the expiration of such action, or at any time fails diligently to pursue such defensethe Notice Period), the Indemnified Party shall be entitled to assume the defense of such action claim, demand or Action with counsel of its own choice, at the expense of the Indemnifying MemberParty. If the action claim, demand or Action is asserted against both the Indemnifying Member Party and the Indemnified Party and (a) Party, and, based on the advice of counsel reasonably satisfactory to the Indemnifying Party, it is determined that there is or may be a conflict of interests interest which renders it inappropriate for the same counsel to represent both the Indemnifying Member Party and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liabilityParty, the Indemnifying Member Party shall be responsible for paying for separate counsel for the indemnified partyIndemnified Party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member Party shall not be responsible for paying for more than one separate firm of attorneys to represent all of the indemnified partiesIndemnified Parties, regardless of the number of indemnified partiesIndemnified Parties there may actually be. If the Indemnifying Member Party elects to assume the defense of such actionclaim, demand or Action, (yi) no compromise or settlement thereof may be effected by the Indemnifying Member Party without the indemnified partyIndemnified Party’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member Party and (zii) the Indemnifying Member Party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld, conditioned or delayed). (b) unless Notwithstanding the provisions of Section 6.5(a) or any other provision of this Agreement, Seller shall have the right to assume the defense of any claim, demand or Action to which Section 6.2 applies, if but only if, prior to the expiration of the Notice Period, Seller (i) confirms in writing to the applicable Buyer Indemnitee(s) Seller’s obligation to hold such Buyer Indemnitee(s) harmless and to indemnify such Buyer Indemnitee(s) from and against such claim, demand or Action and any Damages such Buyer Indemnitee(s) may suffer, sustain or become subject to arising out of or related thereto; (ii) furnishes adequate (in the reasonable discretion of such Buyer Indemnitee(s)) financial assurances to such Buyer Indemnitee(s) of Seller’s ability to hold such Buyer Indemnitee(s) harmless and to indemnify such Buyer Indemnitee(s) from and against such claim, demand or Action and any Damages such Buyer Indemnitee(s) may suffer, sustain or become subject to arising out of or related thereto; and (iii) diligently defends such claim, demand or Action with counsel satisfactory to such Buyer Indemnitee(s) in such Buyer Indemnitee’s reasonable judgment. (c) If requested by the Indemnifying Member has failed Party, the Indemnified Person agrees to defend cooperate with the Indemnifying Party and its counsel in contesting any claim, demand or Action which the Indemnifying Party elects to contest or, if appropriate, in making any counterclaim against the Person asserting the claim, demand or Action, or any cross-complaint against any Person asserting the claim, demand or Action, or any cross-complaint against any other Person and further agrees to take such other action as may be reasonably requested by the Indemnifying Party to reduce or eliminate any Damages for which the Indemnifying Party would have responsibility, but the Indemnifying Party shall reimburse the Indemnified Person for any expenses incurred by the Indemnified Person in so cooperating or acting at the request of the Indemnifying Party. (d) The Indemnified Person agrees to afford the Indemnifying Party and its counsel the opportunity to be present at, and to participate in, conferences with all Persons, including Governmental Authorities, asserting any claim, demand or Action against the Indemnified Person or conferences with representatives of or counsel for such actionPersons.

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of the commencement of any action, (a) If XXXXXXX or any other actual of its Affiliates or potential Indemnity ClaimDUSA or any of its Affiliates (in each case an "INDEMNIFIED PARTY") receives any written claim which it believes is the subject of indemnity hereunder by DUSA or XXXXXXX, such as the case may be, (in each case as "INDEMNIFYING PARTY"), the Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”)as soon as reasonably practicable after forming such belief, give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve Party, including full particulars of such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, claim to the extent known to the Indemnified Party; provided, that any such the failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written give timely notice to the Indemnifying Member of the commencement thereof, Party as contemplated hereby shall not release the Indemnifying Member shall be entitled to participate therein and, Party from any liability to the extent that it may wishIndemnified Party. The Indemnifying Party shall have the right, by prompt notice to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects Indemnified Party, to assume the defense of such action, claim with counsel reasonably satisfactory to the Indemnified Party shall have Party, and at the right to employ separate counsel at its own expense and to participate in cost of the defense thereofIndemnifying Party. If the Indemnifying Member elects Party does not to so assume (or fails to assume) the defense of such actionclaim or, or at any time fails having done so, does not diligently to pursue such defense, the Indemnified Party shall be entitled to may assume the defense of such action defense, with counsel of its own choice, at but for the expense account of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified partiesParty. If the Indemnifying Member elects to assume Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall be for the account of the Indemnified Party. (b) The Party not assuming the defense of any such actionclaim shall render all reasonable assistance to the Party assuming such defense, and all out-of-pocket costs of such assistance shall be for the account of the Indemnifying Party. (yc) no compromise or settlement thereof may No such claims shall be effected settled other than by the Indemnifying Member without Party defending the indemnified party’s written same, and then only with the consent (of the other Party, which shall not be unreasonably withheld) unless ; provided, that the sole relief provided is monetary damages that are paid Indemnified Party shall have no obligation to consent to any settlement of any such claim which imposes on the Indemnified Party any liability or obligation which cannot be assumed and performed in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionParty.

Procedure for Indemnification. After Promptly after receipt by a party ----------------------------- entitled to indemnification under this Section 7.1, or Sections 6.2, 6.6, 7.2 or 7.3 (an Indemnified Party under Section 11.1 "Indemnitee") of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party Indemnitee shall, if a claim Claim in respect thereof is to be made against a Member an indemnifying party (the “Indemnifying Member”)an "Indemnitor") under this section, give written notice thereof to such Indemnifying Member. The the Indemnitor of the commencement thereof, but the failure so to promptly notify the Indemnifying Member Indemnitor shall not relieve such Indemnifying Member it of any liability that it may have to any Indemnified Party with respect to such action; provided that, Indemnitee except to the extent the Indemnitor demonstrates that any such failure to provide prompt notice it is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increasematerially prejudiced thereby. In the case of any such action by a third party shall be brought against an Indemnified Party for which the Indemnified Party has given written Indemnitee and it shall give notice to the Indemnifying Member Indemnitor of the commencement thereof, the Indemnifying Member Indemnitor shall be entitled to participate therein and, to the extent that it may shall wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If Indemnitee and, after notice from the Indemnifying Member elects Indemnitor to such Indemnitee of its election so to assume the defense of such actionthereof, the Indemnified Party Indemnitor shall have the right not be liable to employ separate such Indemnitee for any fees of other counsel at its own expense and to participate or any other expenses, in each case subsequently incurred by such Indemnitee in connection with the defense thereof, other than reasonable costs of investigation. If the Indemnifying Member elects not to assume (or fails to assume) an Indemnitor assumes the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such an action, (yA) no compromise or settlement thereof may be effected by the Indemnifying Member Indemnitor without the indemnified party’s written Indemnitee's consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other Claims that may be made against the Indemnitee and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Member Indemnitor and (zB) the Indemnifying Member Indemnitor shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless ). If notice is given to an Indemnitor of the Indemnifying Member has failed commencement of any action and it does not, within ten days after the Indemnitee's notice is given, give notice to defend the Indemnitee of its election to assume the defense thereof, the Indemnitor shall be bound by any determination made in such Indemnified Party against action or any compromise or settlement thereof effected by the Indemnitee. Notwithstanding the foregoing, if an Indemnitee determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its Affiliates other than as a result of monetary damages, such Indemnitee may, by notice to the Indemnitor, assume the exclusive right to defend, compromise or settle such action, but the Indemnitor shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld).

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice Where Liabilities are determined to have arisen from both RCC’s and Customer’s actions or failure to act, the financial liability for such Liabilities shall be allocated among the parties based on the relative fault of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a parties. A party intending to claim in respect thereof is to be made against a Member indemnification under this Agreement (the “Indemnifying MemberIndemnitee”), give written notice thereof to such Indemnifying Member. The failure to ) shall promptly notify the Indemnifying Member shall not relieve such Indemnifying Member indemnifying party (“Indemnitor”) in writing of any liability that it may have to any Indemnified Party with claim, lawsuit or other action in respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice Indemnitee intends to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to claim such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified partyindemnification; provided, however, that if there is more than one Indemnified Party and it is practical for all the failure to provide such parties to be represented by common counsel, the Indemnifying Member prompt notice shall not be responsible for paying for more than one separate firm of attorneys affect a party’s rights to represent indemnification if such failure to deliver notice does not materially prejudice the indemnified parties, regardless of Indemnitor’s ability to defend the number of indemnified partiesclaim. If The Indemnitee shall cooperate with the Indemnifying Member elects to assume Indemnitor in the defense of such actionthe claim, (y) no compromise or and the Indemnitor shall have the right to control the defense and/or settlement thereof may be effected by of the Indemnifying Member without the indemnified party’s written consent (which shall claim. The Indemnitor will not be unreasonably withheld) liable for any Liabilities associated with the settlement of any claim or action against the Indemnitee unless the sole relief provided Indemnitor has received prior notice of the settlement and has agreed in writing to the terms of the settlement. The indemnification obligations set forth above state the entire liability of either party under this Agreement in respect of any third party claim for infringement of intellectual property. Nothing contained in this Agreement is monetary damages that are paid in full by intended to require Indemnitor to pay to Indemnitee any amount other than (a) for the Indemnifying Member costs of Indemnitee’s defense, if Indemnitor fails to defend, and (zb) such amount actually paid by Indemnitee to the Indemnifying Member shall have no liability with respect third party claimant, if Indemnitor fails to pay the third party claimant directly, for any compromise settlement approved by Indemnitor or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless any finally awarded judgment in favor of the Indemnifying Member has failed to defend such Indemnified Party against such actionthird party claimant.

Procedure for Indemnification. After receipt by an Indemnified Party (a) If at any time a party asserts that it is entitled to indemnification under Section 11.1 of 7.1 or 7.2 above (such party being referred to as an "Indemnitee" and such assertion being referred to as a "Claim"), the Indemnitee shall promptly give to the party obligated to provide indemnification (the "Indemnitor") written notice of its claim setting forth (i) a full description of the commencement nature of the Claim, and (ii) the total anticipated amount of the Claim, including any actioncosts or expenses which have been or may reasonably be incurred in connection therewith (a "Notice of Claim"). (b) If the events or circumstances giving rise to the Claim have continued without dispute (as contemplated by (c) below) or cure for (30) days from the date the Notice of Claim is given, or then the Indemnitor shall pay the Indemnitee the amount of the Claim as set forth in the Notice of Claim (unless the provisions of Section 7.4(d) are applicable thereto), provided that such payment shall not release the Indemnitor from liability for any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim further amounts claimed by the Indemnitee in respect thereof is to be made against a Member (connection with the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, Claim to the extent that the Indemnitee is entitled to indemnification therefor under Section 7.1 or 7.2 above. The Indemnitee's failure to give prompt notice, to provide copies of documents or to furnish relevant data to Indemnitor shall not constitute a defense (in whole or in part) to any claim by the Indemnitee against the Indemnitor for indemnification, except and only to the extent that such failure to provide prompt notice is responsible for an increase in shall have caused or increased the indemnity obligations amount of the Indemnifying Member, Claim or adversely affected the Indemnifying Member shall not be responsible for ability of the Indemnitor to defend against or reduce the Claim. (c) The Indemnitor may dispute any such increase. In Claim asserted by the case of any such action brought against an Indemnified Party for which the Indemnified Party has given Indemnitee by giving written notice to the Indemnifying Member Indemnitee setting forth the basis of the commencement thereofdispute within thirty (30) days after the date of the Notice of Claim, at which time the Indemnifying Member parties shall be entitled attempt to participate therein andresolve the disputed Claim through good faith negotiation. (d) The Indemnitor may, to the extent that it may wishat its election, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of any claim made against Indemnitee by a third party (a "Third-Party Claim") by written notice given to the Indemnitee in which Indemnitor agrees to be fully liable for such actionThird-Party Claim, provided that counsel engaged to represent Indemnitor in such defense shall be reasonably acceptable to the Indemnified Indemnitee. The Indemnitor shall defend diligently and in good faith any Third-Party Claim it assumes, and shall keep the Indemnitee fully informed of the status of such defense. (e) The Indemnitee shall cooperate with the Indemnitor in the defense of any Third-Party Claim assumed by the Indemnitor, provided that the Indemnitee shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at approve any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate settlement providing for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more remedies other than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actiondamages.

Procedure for Indemnification. After receipt by (a) The party against which an Indemnified Party under Section 11.1 of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof Indemnifiable Claim is to be made against a Member asserted (the “"Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify Party") shall have the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase right in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified a Third-Party for which the Indemnified Party has given written notice Claim to the Indemnifying Member of the commencement thereofelect to conduct, at its own expense, the Indemnifying Member shall be entitled to participate therein anddefense against such claim, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partythe party seeking indemnification (the "Indemnified Party") upon written notice to the Indemnified Party (the "Defense Notice"). If Except with the written consent of the Indemnified Party, the Indemnifying Member elects to assume Party shall not, in the defense of an Indemnifiable Claim asserted by any Person not a party hereto against any party hereto (a "Third Party Claim"), consent to the entry of any judgment (other, than a judgment of dismissal on the merits without costs), or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such actionclaim or litigation, or which is not consented to by the Indemnified Party, which consent, however, may not be unreasonably withheld or delayed. (b) In any event the Indemnified Party and the Indemnifying Party will cooperate with and make available to each other such assistance and materials as may reasonably be requested by the other, all at the expense of the Indemnifying Party, except as otherwise provided herein; and the Indemnified Party shall have the right to employ separate counsel right, at its own expense and expense, to participate in the defense thereof. If defense, with counsel reasonably satisfactory to the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionParty.

Procedure for Indemnification. After receipt by an The procedure for indemnification shall be as follows: (a) The Buyer Indemnified Party under Section 11.1 of notice of or the commencement of any action, or any other actual or potential Indemnity Claim, such Seller Indemnified Party shall, if a claim in respect thereof is to be made against a Member claiming indemnification (the “Indemnifying MemberClaimant”), ) shall give written notice thereof to the party from whom indemnification is sought (the “Indemnifier”) of any claim, whether between the parties or brought by a third party, promptly after receiving notice or becoming aware thereof, and such Indemnifying Member. The failure to promptly notify notice shall specify in reasonable detail (i) the Indemnifying Member factual basis for such claim and (ii) the amount of the claim; provided, however, that any delay by the Claimant in giving such notice shall not relieve the Indemnifier of its obligations under this Agreement except and only to the extent that the Indemnifier is actually and materially damaged by such Indemnifying Member delay. (b) If such notice from the Claimant pertains to a claim or demand by a third party (a “Third Party Claim”) then the Indemnifier shall have thirty (30) days following receipt of any liability that it the Claimant’s notice to (i) make such investigation of the claim or demand as the Indemnifier deems necessary or desirable and (ii) notify the Claimant of whether or not the Indemnifier desires to defend the Claimant against such claim or demand. During such thirty (30) day period, the Claimant shall make such filings, including motions for continuance (and answers if a motion for continuance has not been granted), as may have be necessary to any Indemnified Party preserve the parties’ positions and rights with respect to such actionclaim or demand; provided thatprovided, however, that any failure by the Claimant to do so shall not relieve the Indemnifier of its obligations under this Agreement except and only to the extent that any the Indemnifier is actually and materially damaged by such failure delay. (c) The Indemnifier may elect to provide prompt notice is defend the Claimant against such Third Party Claim or demand, and then the Indemnifier shall have the sole power to direct and control such defense so long as the Indemnifier agrees that it will be responsible for an increase in the indemnity obligations full payment of such claim or demand. Notwithstanding the Indemnifying Memberforegoing, the Indemnifying Member Indemnifier shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume direct or control the defense of such action, the Indemnified any Third Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume Claim if (or fails to assumei) the defense of such actionThird Party Claim relates to or arises in connection with any criminal Legal Action, (ii) the Third Party Claim seeks an injunction or at equitable relief against any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Buyer Indemnified Party or any Seller Indemnified Party (bas applicable), (iii) such action could the Third Party Claim has or would reasonably be expected to result in Losses in excess of the imposition amounts available for indemnification pursuant to this Section 9, or (iv) the Indemnifier has failed or is failing to defend in good faith the Third Party Claim. Upon confirmation by the Indemnifier of criminal liabilityits obligation to provide indemnification and its desire to assume the defense to such claim or demand on the terms set forth above, the Indemnifying Member Indemnifier shall not be responsible liable to the Claimant for paying any legal fees and expenses subsequently incurred by the Claimant, subject to reimbursement for separate counsel actual out-of-pocket expenses incurred by the Claimant as the result of a request for cooperation or assistance by the indemnified partyIndemnifier; provided, however, that if if, in the reasonable opinion of counsel to the Claimant, there is more than one Indemnified Party exists a conflict of interest between the Indemnifier and it is practical for all such parties to be represented by common counselthe Claimant, the Indemnifying Member Indemnifier shall not be responsible liable for paying for more than one the legal fees and expenses of separate firm of attorneys counsel to represent the indemnified parties, regardless of the number of indemnified partiesClaimant. If the Indemnifying Member elects Claimant desires to assume participate in, but not control, any such defense, it may do so at its sole cost and expense; provided, that in any action seeking an injunction or decree, the effect of which would be to limit in any respect the future activity of the Claimant, the Claimant shall be entitled to participate in the defense of such actionaction at the Indemnifier’s expense. The Claimant shall not settle, (y) no compromise compromise, discharge or settlement thereof may be effected by the Indemnifying Member otherwise admit to any liability for any claim or demand without the indemnified party’s prior written consent of the Indemnifier (which consent shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member withheld or delayed). The Indemnifier shall have no liability with respect not settle, compromise, discharge or otherwise admit to any compromise liability for any claim or settlement thereof effected demand without its the prior written consent of the Claimant (which consent shall not be unreasonably withheldwithheld or delayed). The Indemnifier shall notify the Claimant promptly following any determination by the Indemnifier that the tendered claim or demand is not subject to indemnification pursuant to this Section 9; provided, however, that Indemnifier agrees that up through the time of any such notification, it shall use its good faith and commercially reasonable efforts to protect and preserve any rights of the Claimant with respect to such claim or demand. (d) unless If the Indemnifying Member has failed Indemnifier elects not to defend such Indemnified Party the Claimant against such actionthird party claim or demand (or fails to promptly and reasonably prosecute such defense), the Claimant shall have the right to defend the claim or demand through appropriate proceedings and shall have the sole power to direct and control such defense at the Indemnifier’s sole cost and expense. The Indemnifier shall have the right, at its sole cost and expense, to participate in the defense or settlement of any third party claim for which it may be liable, but Indemnifier shall be bound by the results or compromise obtained by the Claimant with respect to such claim or demand (including any counter-claim or third party cross-claim relating thereto).

Procedure for Indemnification. After receipt by an Each party entitled to indemnification under this Section 3 (the “Indemnified Party under Section 11.1 of Party”) shall give notice of to the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is party required to be made against a Member provide indemnification (the “Indemnifying MemberParty”), give written notice thereof to ) promptly after such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects Party to assume the defense of any such action, the Indemnified Party shall have the right to employ separate claim or any litigation resulting therefrom; provided that counsel at its own expense and to participate in the defense thereof. If for the Indemnifying Member elects not to assume (or fails to assume) Party, who shall conduct the defense of such actionclaim or litigation, or at any time fails diligently to pursue such defense, shall be approved by the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which whose approval shall not be unreasonably withheld) unless ), and the sole relief Indemnified Party may participate in such defense at such party’s expense; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s ability to defend against such claim or litigation is monetary damages that are paid materially adversely affected as a result of such failure to give notice. No Indemnifying Party, in full 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 Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect claimant or plaintiff to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against of a release from all liability in respect to such actionclaim or litigation.

Procedure for Indemnification. After receipt (a) In the event that GMC or IGI shall incur or suffer a GMC Loss or an IGI Loss, respectively, in respect of which indemnification may be sought by an Indemnified Party under Section 11.1 such party pursuant to the provisions of notice of the commencement of any action, or any other actual or potential Indemnity Claimthis Article 7, such Indemnified Party shall, if party shall assert a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give for indemnification by written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, (a "Notice") to the extent that any other party briefly stating the nature and basis of such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increaseclaim. In the case of Losses arising by reason of any third-party claim, the Notice shall be given within 30 days of the filing or other written assertion of any such action brought claim against an Indemnified Party the first party. (b) In the case of third-party claims for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereofindemnification is sought, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party indemnifying party shall have the right option (i) to conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such claim and (iii) to employ separate counsel at its own expense and to participate contest any such claim or liability in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense name of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party indemnified party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified partyotherwise; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent notify the indemnified parties, regardless party of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability its intentions with respect to any compromise of the foregoing within 30 days after receipt of notice of any such claims. In any event, the indemnified party shall be entitled to participate at its own expense with its own counsel in any proceedings relating to any third-party claim, including without limitation settlement negotiations. The parties agree to cooperate reasonably with each other in connection with the defense of any claim. IGI will have no liability to GMC for any breach of representations and warranties based on (i)modification of the Exclusive Software and the Nonexclusive Software or settlement thereof effected without its written consent (which shall ii) the combination or use of the Exclusive Software and the Nonexclusive Software with software or any equipment or process not be unreasonably withheld) unless furnished by IGI if such infringement would have been avoided by the Indemnifying Member has failed to defend such Indemnified Party against such actionuse of the Exclusive Software and the Nonexclusive Software alone.

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of In the commencement of event that any action, party hereto shall incur any Loss or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim Losses in respect thereof is of which indemnity may be sought by such party pursuant to this Article VI, the party from whom such indemnity may be made against a Member sought (the “"Indemnifying Member”), give Party") shall be given written notice thereof to by the party seeking such Indemnifying Member. The failure to promptly notify indemnity ("Indemnified Party"), which notice shall specify the Indemnifying Member shall not relieve amount and nature of such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to Loss or Losses and include the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations request of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member indemnification of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partyamount. If the Indemnifying Member elects Party wishes to assume defend any claim for any Loss or Losses for which such Indemnifying Party is or may be liable, and such Indemnifying Party first acknowledges liability and establishes (to the reasonable satisfaction of the Indemnified Party) the Indemnifying Party's financial ability to pay for any such Loss or Losses, then such Indemnifying Party may, at its own expense, defend such claim; provided that the Indemnified Party may retain counsel (at the Indemnified Party's expense) to monitor the defense of such actionclaim, and may take over such defense (at the Indemnifying Party's expense) if, during the course thereof, it reasonably appears that the Indemnifying Party has lost its ability to pay for any Loss or Losses threatened by such claim. Amounts payable by the Indemnifying Party to the Indemnified Part in respect of any Loss or Losses for which any party is entitled to indemnification hereunder, shall be payable by the Indemnifying Party as incurred by the Indemnified Party shall have upon the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such actionfinal determination, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense either by mutual agreement of the Indemnifying Member. If parties hereto or pursuant to the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is final judgment of a conflict court of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actioncompetent jurisdiction.

Procedure for Indemnification. After A Party or Parties (including its Affiliates, successors, assigns and Representatives) making a Claim for indemnification under this Article XI is, for purposes of this Agreement, referred to as the “Indemnified Party” and the Party or Parties against whom such claims are asserted under Section 11.01 and 11.02 is, for purposes of this Agreement, referred to as the “Indemnifying Party”. All Claims by any Indemnified Party shall be asserted and resolved as follows: (a) Promptly after receipt by an the Indemnified Party under of a Claim by a third party (a “Third Party Claim”) with respect to any matter for which indemnification is owing pursuant to Sections 11.01 hereof, the Indemnified Party will give notice thereof to the Indemnifying Party, as applicable, which shall be sent before the elapse of 1/3 (one-third) of the legal statutory period to present a defense or apply for any other suitable measure against the Third Party Claim, provided, that the failure of the Indemnified Party to notify the Indemnifying Party will not release the Indemnifying Party of any of its obligations hereunder, except to the extent that the Indemnifying Party demonstrates that the Indemnified Party’ failure to give such notice has jeopardized the Indemnifying Party’s ability to prepare and present an adequate the defense of such Third Party Claim. (b) If any Action referred to in Section 11.1 of 11.02(a) is brought against Indemnified Party and it gives notice to the Indemnifying Party of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying MemberAction, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereofParty, the Indemnifying Member shall as applicable, will be entitled to participate therein andin such Action, to the extent that it and may wish, to assume the defense thereof of such Action, upon notice before the elapse of 4/5 (four-fifths) of the legal period to present the defense, with counsel reasonably satisfactory to the Indemnified Party (not to be unreasonably withheld) and, after such indemnified party. If notice from the Indemnifying Member elects Party to the Indemnified Party of its election to assume the defense of such actionAction, the Indemnifying Party, as applicable, will not, as long as it diligently conducts such defense, be liable to the Indemnified Party shall have the right under this Section for any fees (reasonably incurred) of other counsel with respect to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such actionAction, or at any time fails diligently to pursue such defense, in each case subsequently incurred by the Indemnified Party shall be entitled to assume in connection with the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and Action. (ac) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume Party assumes the defense of such actionan Action, (x) it will be conclusively established for purposes of this Agreement that the claims made in that Action are within the scope of and subject to indemnification; (y) no compromise or settlement thereof of such claims or Action may be effected by the Indemnifying Member Party without the indemnified party’s written Indemnified Party ‘s consent unless (which shall not A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on, or grounds for the basis of, any other claims that may be unreasonably withheldmade against the Indemnified Party, and (B) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member Party; and (z) the Indemnifying Member shall Indemnified Party will have no liability with respect to any compromise or settlement thereof of such claims or Action effected without the Indemnified Party ‘s consent. Notwithstanding the assumption by the Indemnifying Party of the defense of any claim or Action as provided in this Section 11.02 (c), the Indemnified Party will be permitted to join in such defense and to employ counsel at its own expense. If notice pursuant to Section 11.02(a) is given to the Indemnified Party of the commencement of any Action and the Indemnifying Party does not, within ten (10) days after such Indemnified Party ‘s notice is given, give notice to the Indemnified Party of its election to assume the defense of such Action, the Indemnifying Party will be bound by any determination made in such Action or any compromise or settlement effected by the Indemnified Party. (d) Notwithstanding the foregoing, if the Indemnified Party determines in good faith that there is a reasonable probability that an Action may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Action, but the Indemnifying Party, as applicable, will not be bound by any determination of an Action so defended or any compromise or settlement effected without its written consent (which shall may not be unreasonably delayed or withheld). (e) unless Seller and Buyer agree to provide each other with reasonable access during regular business hours to the properties, books and records and Representatives of the other, as reasonably necessary in connection with the preparation for an existing or anticipated Action involving a Third Party Claim and its obligations with respect thereto pursuant to this Article. (f) Any Claim by the Indemnified Party for indemnification not involving a Third Party Claim (“Direct Claim”) may be asserted by giving the Indemnifying Member has failed to defend such Party notice thereof. If the Indemnifying Party does not notify the Indemnified Party against within ten (10) calendar days following its receipt of such actionnotice that the Indemnifying Party, as applicable, disputes its liability and/or the amount of the loss to the Indemnified Party, such Claim specified by the Indemnified Party in such notice will be conclusively deemed a liability of the Indemnifying Party under Section 11.01 hereunder and the Indemnifying Party, as applicable, will pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the Claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. In case the Indemnifying Party, as applicable, duly notifies the Indemnified Party, it may submit the question to the arbitral procedure established in Section 13.03.

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member following procedure shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party apply with respect to such action; provided that, any claims or proceedings covered by the foregoing agreements to indemnify and hold harmless: (i) The party who is seeking indemnification (the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member "Claimant") shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given give written notice to the Indemnifying Member party from whom indemnification is sought (the "Indemnitor") promptly after the Claimant learns of the commencement thereof, claim or proceeding but (with respect to breaches of representations and warranties only) not later than the Indemnifying Member period after the Closing Date (if any) specified in Section 11.1 hereof; provided that the failure to give such notice shall be entitled not relieve the Indemnitor of its obligations hereunder provided the Claimant uses its best efforts to participate therein and, mitigate damages and except to the extent that it may wish, Indemnitor is actually damaged thereby. (ii) With respect to assume any third-party claims or proceedings as to which the defense thereof with counsel reasonably satisfactory Claimant is entitled to such indemnified party. If the Indemnifying Member elects to assume the defense of such actionindemnification, the Indemnified Party Indemnitor shall have the right to select and employ separate counsel of its own choosing to defend against any such claim or proceeding, to assume control of the defense of such claim or proceeding, and to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided, however that the Claimant may employ counsel, of its own choosing, at its own expense sole expense. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. The Claimant may elect to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of any such actionthird party claim, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choiceand may, at its sole expense, retain separate counsel in connection therewith. Subject to the expense foregoing the Claimant shall not settle or compromise any such third party claim without the prior consent of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests Indemnitor, which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.

Procedure for Indemnification. After receipt by an Indemnified Party under With respect to any third-party claims or proceedings as to which the Claimant is entitled to and seeks indemnification hereunder, the Indemnitor shall have the right, subject to the provisions of this Section 11.1 of notice 6.4, to employ counsel reasonably acceptable to the Claimant to defend against each such claim or proceeding, if any, or to compromise, settle, or otherwise dispose of the commencement same if the Indemnitor deems it advisable to do so, all at the expense of any the Indemnitor. The parties shall fully cooperate in each such action, and shall make available to each other all of their books or any other actual or potential Indemnity Claim, such Indemnified Party shallrecords, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”)any, give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible useful for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such actionclaim or proceeding. As a condition of tendering defense of such claim or proceeding to the Indemnitor, the Indemnified Party Claimant shall have the right to employ separate counsel at its own expense require the Indemnitor to post a bond or provide other reasonable assurance to the Claimant that the Indemnitor can and to participate shall pay all liabilities arising from such claim or proceeding in the event of an unsuccessful defense thereofor any settlement. If the Indemnifying Member elects not Indemnitor fails to assume (acknowledge in writing to the Claimant the Indemnitor’s obligation to defend against or settle such claim or proceeding or fails to assumeprovide such bond or assurance, in each case within twenty (20) days after receiving notice thereof from the defense of such actionClaimant, or at any such shorter time fails diligently to pursue specified in such defensenotice as the circumstances of the matter dictate, the Indemnified Party Claimant shall be entitled free to assume the defense of such action with engage counsel of its own choicethe Claimant’s choice and defend against or settle the matter, all at the expense of the Indemnifying MemberIndemnitor. If Notwithstanding anything herein to the action is asserted against both contrary, (i) the Indemnifying Member Claimant shall always be free to engage its own counsel and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result participate fully in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise any claim or settlement thereof may be effected proceeding being defended by the Indemnifying Member Indemnitor under the indemnification provisions hereof, it being understood that the Indemnitor shall bear the expense of such counsel in the event that such claim or proceeding seeks in whole or in part any nonmonetary relief, and (ii) the Indemnitor shall not effect any settlement relating to any claim or proceeding under the indemnification provisions hereof that seeks in whole or in part any nonmonetary relief or that could adversely affect the Claimant without the indemnified party’s prior written consent (which shall not be unreasonably withheld) unless of the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionClaimant.

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of The following procedure shall apply to the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof foregoing agreements to indemnify and hold harmless: (i) The party who is to be made against a Member seeking indemnification (the “Indemnifying Member”), "Claimant") shall give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member party from whom indemnification is sought (the "Indemnitor") promptly after the Claimant learns of the commencement thereofclaim or proceeding, provided that the Indemnifying Member failure to give such notice shall be entitled to participate therein and, not relieve the Indemnitor of its obligations hereunder except to the extent that it may wishis actually damaged thereby. (ii) With respect to any third-party claims or proceedings as to which the Claimant is entitled to indemnification after satisfaction of any applicable Basket, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such actionas defined below, the Indemnified Party Indemnitor shall have the right to select and employ separate counsel at of its own choosing to defend against any such claim or proceeding, to assume control of the defense of such claim or proceeding, and to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor. No settlement, compromise or disposition shall be made without the prior consent of the Claimant, which consent shall not be unreasonably withheld; provided, however, no consent need be given if there is not a general release given to the Claimant or if any injunctive relief is imposed on the Claimant. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. The Claimant may elect to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of any such actionthird party claim, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choiceand may, at its sole expense, retain separate counsel in connection therewith. Subject to the expense foregoing the Claimant shall not settle or compromise any such third party claim without the prior consent of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests Indemnitor, which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.

Procedure for Indemnification. After receipt by an (a) Each Indemnified Party under this Section 11.1 11 shall, promptly after the receipt of notice of the commencement of any action, or any other actual or potential Indemnity Claim, Claim against such Indemnified Party shall, if a claim in respect thereof is to of which indemnity may be made against a Member (the “sought from an Indemnifying Member”)Party under this Section 11, give written notice thereof to notify such Indemnifying MemberParty in writing of the commencement thereof. The failure omission of any Indemnified Party to promptly so notify the such Indemnifying Member Party of any such action shall not relieve such Indemnifying Member of Party from any liability that which it may have to any such Indemnified Party with respect to such action; provided thatunder this Section 11 unless, and only to the extent that that, such omission results in such Indemnifying Party’s loss of substantive or practical rights or defenses. In case any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member Claim shall not be responsible for any such increase. In the case of any such action brought against an any Indemnified Party, and it shall notify such Indemnifying Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the such Indemnifying Member Party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof at its own expense, with counsel reasonably satisfactory to such indemnified Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense at its own expense. (b) In connection with the obligation of an Indemnifying Party to indemnify for Losses as set forth above, such Indemnifying Party shall, upon presentation of appropriate invoices containing reasonable detail, reimburse each Indemnified Party for all such Losses (including reasonable fees, disbursements and other charges of counsel incurred by the Indemnified Party in any action between such Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party. If ) as they are incurred by such Indemnified Party. (c) Notwithstanding the foregoing, in any Claim in which both the Indemnifying Member elects Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to assume the defense of become, a party, such action, the Indemnified Party shall have the right to employ separate counsel at and to control its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such actionClaim if, in the reasonable opinion of counsel to such Indemnified Party, either (x) one or at any time fails diligently more defenses are available to pursue such defense, the Indemnified Party shall be entitled that are not available to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (by) such action could reasonably be expected to result in the imposition of criminal liability, a conflict or potential conflict exists between the Indemnifying Member shall be responsible for paying for Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate counsel for the indemnified partyrepresentation advisable; provided, however, that if there is the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. (d) The Indemnifying Party agrees that it will not, without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim relating to the matters contemplated hereby unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party and it is practical for from all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense liability arising or that may arise out of such action, Claim. (ye) no compromise or settlement thereof may be effected by The Parties agree to treat indemnification payments under Section 11 as adjustments to the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionPurchase Price for tax purposes.

Procedure for Indemnification. After receipt by an The Indemnified Party under shall follow the procedures set forth in this Section 11.1 8.3 in order to be entitled to indemnification with respect to claims resulting from the assertion of notice of liability by persons or entities other than the commencement of Indemnified Party, including claims by governmental entities for penalties, fines and assessments. (1) In the event that any action, suit or proceeding (hereinafter, a "Legal Action") is brought against the Indemnified Party or any other actual claim or potential Indemnity demand is made by any person or entity, including any governmental entity (a "Third Party Claim"), such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given desires to make a claim against the Indemnifying Party pursuant to this Section 8.3, the Indemnified Party shall give prompt written notice to the Indemnifying Member Party of the commencement thereofinstitution of such Legal Action or the making of such Third Party Claim, such notice to identify the amount, nature of, and other circumstances surrounding such claim. (2) Upon the written agreement of the Indemnifying Party that it is obligated to indemnify hereunder, the Indemnifying Member Party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified partyParty; provided, however, that if there is more than one the Indemnified Party and it is practical for all such parties shall in any event have the right to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume participate at its own expense in the defense of any such actionLegal Action or Third Party Claim, (y) and provided further that in no compromise or settlement thereof event may be effected by the Indemnifying Member Party settle or compromise a Legal Action or Third Party Claim without the indemnified party’s prior written consent (of the Indemnified Party, which consent shall not be unreasonably withheld) unless . Without limiting the sole relief provided is monetary damages that are paid in full by generality of the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which foregoing, it shall not be unreasonably withheld) unless deemed unreasonable to withhold consent to a settlement or compromise involving injunction or other equitable relief against the Indemnifying Member has failed to defend such Indemnified Party against such actionor any of its assets, employees or business.

Procedure for Indemnification. After receipt by If an event occurs which a Party believes requires indemnification (Indemnification Event"), the Party seeking indemnification ("Indemnified Party") shall give prompt written notice to the other Party ("Indemnifying Party") providing reasonable details of the nature of the event and the basis of the indemnity claim. The Indemnifying Party shall then have the right, at its expense and with counsel of its choice, to defend, contest, or otherwise protect against any such action. The Indemnified Party under Section 11.1 shall also have the right, but not the obligation, to participate at its own expense in the defense with counsel of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such its choice. The Indemnified Party shall, if a claim shall cooperate as requested by the Indemnifying Party to assist it in respect thereof is to be made against a Member (defending or contesting any such action. If the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure Indemnified Party fails to promptly notify the Indemnified Party of the occurrence of an Indemnification Event, to the extent, but only to the extent, that such failure results in a material adverse effect on the Indemnifying Member Party, the Indemnified Party shall not relieve such Indemnifying Member of any liability that it may have be entitled to any Indemnified Party indemnification with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partyIndemnification Event. If the Indemnifying Member elects to assume the defense Party fails within thirty (30) days after receipt of such notice: (a) to notify the Indemnified Party of its intent to defend, or (b) to defend, contest, or otherwise protect against such suit, action, investigation, claim or proceeding, or fails to diligently continue to provide such defense after undertaking to do so, the Indemnified Party shall have the right right, upon ten (10) days' prior written notice to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not Party, to assume (or fails to assume) the defense of defend, settle and satisfy any such suit, action, claim, investigation or at any time fails diligently to pursue such defense, proceeding and recover the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense costs of the Indemnifying Member. If the action is asserted against both same from the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionParty.

Procedure for Indemnification. After receipt by (a) Any Indemnified Person making a claim for indemnification under this Section 10.6 shall notify the indemnifying party (an Indemnified Party under Section 11.1 of notice "Indemnitor") of the commencement claim in writing promptly after receiving written notice of any action, lawsuit, proceeding, investigation or any other actual or potential Indemnity Claim, such Indemnified Party shall, claim against it (if by a claim in respect thereof is to be made against a Member (the “Indemnifying Member”third party), give written notice describing the claim, the amount thereof to such Indemnifying Member. The (if known and quantifiable), and the basis thereof; provided that the failure to promptly so notify the Indemnifying Member an Indemnitor shall not relieve such Indemnifying Member the Indemnitor of any liability that it may have to any Indemnified Party with respect to such action; provided that, its obligations hereunder except to the extent that any (and only to the extent that) such failure to provide prompt notice is responsible for an increase in shall have caused the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party Damages for which the Indemnitor becomes obligated to be greater than such Damages would have been had the Indemnified Party has Person given written the Indemnitor prompt notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member hereunder. Any Indemnitor shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume in the defense of such action, the lawsuit, proceeding, investigation or other claim giving rise to an Indemnified Party shall have the right to employ separate counsel Person's claim for indemnification at such Indemnitor's expense, and at its own expense and option (subject to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assumelimitations set forth below) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense thereof by appointing counsel reasonably acceptable to the Indemnified Person to be the lead counsel in connection with such defense; provided further that, prior to the Indemnitor assuming control of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and defense it shall first verify to the Indemnified Party and Person in writing that such Indemnitor shall be fully responsible (awith no reservation of any rights) there is a conflict of interests which renders it inappropriate for the same counsel entirety of all liabilities and obligations relating to represent both the Indemnifying Member such claim for indemnification and that it will provide full indemnification (whether or not otherwise required hereunder) to the Indemnified Party Person with respect to such action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder; and provided further, that: (bi) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member Indemnified Person shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties entitled to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume participate in the defense of such actionclaim and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Person, except that the Indemnitor shall pay fees and expenses of separate counsel to the Indemnified Person that (x) are incurred prior to the date the Indemnitor effectively assumes control of such defense or (y) no compromise or settlement thereof may be effected are incurred by the Indemnifying Member without Indemnified Person because the indemnified party’s written consent Indemnified Person is also a party to such action and the Indemnified Person determines in good faith that joint representation would be inappropriate; (which ii) the Indemnitor shall not be unreasonably withheld) unless entitled to assume control of such defense and shall pay the sole relief provided is monetary damages that are paid in full fees and expenses of counsel retained by the Indemnifying Member and Indemnified Person if (zA) the Indemnifying Member shall have no liability claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (B) the Indemnified Person reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or materially injure the Indemnified Person's reputation or future business prospects; (C) the claim seeks an injunction or equitable relief against the Indemnified Person; (D) upon petition by the Indemnified Person, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such claim; or (E) the Indemnified Person reasonably believes that the Damages relating to such claim for indemnification could exceed the maximum amount that such Indemnified Person could then be entitled to recover under the applicable provisions of Article X; (iii) if the Indemnitor shall control the defense of any compromise or settlement thereof effected without its such claim, the Indemnitor shall obtain the prior written consent (which shall not be unreasonably withheld) unless of the Indemnifying Member has failed Indemnified Person before entering into any settlement of a claim or ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party against Person or if such actionsettlement does not expressly and unconditionally release the Indemnified Person from all liabilities and obligations with respect to such claim, with prejudice; and, (iv) any defense of a claim relating to a Franchise Dispute shall continue to be conducted in a manner consistent with the Company’s past practice in defending such claims to the extent practicable.

Procedure for Indemnification. After receipt by (a) If there occurs an Indemnified Party under event that either party asserts is an indemnifiable event pursuant to Section 11.1 9.2 or 9.3, the party seeking indemnification (the “Indemnitee”) shall promptly provide notice (the “Notice of notice of Claim”) to the commencement of any action, other party or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is parties obligated to be made against a Member provide indemnification (the “Indemnifying MemberParty”), give written notice thereof . Providing the Notice of Claim shall be a condition precedent to such Indemnifying Member. The failure to promptly notify any Liability of the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided thathereunder, to and the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of as provided herein will relieve the Indemnifying Member, Party of its obligations hereunder but only if and to the extent that such failure materially prejudices the Indemnifying Member shall not be responsible for any such increaseParty hereunder. In the case of any such action shall be brought against an Indemnified Party for which the Indemnified Party has given written notice any Indemnitee and it shall provide a Notice of Claim to the Indemnifying Member Party of the commencement thereof, the Indemnifying Member Party shall be entitled to participate therein and, to the extent that it may shall wish, to assume the defense thereof thereof, with counsel reasonably satisfactory to such indemnified party. If Indemnitee and, after notice from the Indemnifying Member elects Party to such Indemnitee of such election so to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member Party shall not be responsible liable to the Indemnitee hereunder for paying for separate any legal expenses of other counsel for or any other expenses, in each case subsequently incurred by the indemnified partyIndemnitee, in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if there is more than one Indemnified the Indemnitee reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnitee and the Indemnifying Party because such representation would be reasonably likely to result in a conflict of interest, then the Indemnitee shall have the right to defend, at the sole reasonable cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party and it is practical for its counsel in the defense against any such asserted liability. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the written consent of each Indemnitee, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the release of the Indemnitee from all Liability in respect to such parties claim or litigation or that does not solely require the payment of money damages by the Indemnifying Person. The Indemnifying Party agrees to afford the Indemnitee and its counsel, at the Indemnitee’s sole expense, the opportunity to be represented by common counselpresent at, and to participate in, conferences with all Persons, including any Governmental Authority, asserting any Claim against the Indemnitee or conferences with representatives of or counsel for such Persons. In no event shall the Indemnifying Party, without the written consent of the Indemnitee, settle any Claim on terms that provide for (i) a criminal sanction against the Indemnitee or (ii) injunctive relief affecting the Indemnitee. (b) Upon receipt of a Notice of Claim, the Indemnifying Member Party shall have twenty calendar days (or such shorter period as may be appropriate under the circumstances) to contest its indemnification obligation with respect to such claim, or the amount thereof, by written notice to the Indemnitee (the “Contest Notice”); provided, however, that if, at the time a Notice of Claim is submitted to the Indemnifying Party the amount of the Loss in respect thereof has not yet been determined, such twenty day period in respect of, but only in respect of the amount of the Loss, shall not be responsible for paying for more than one separate firm commence until a further written notice (the “Notice of attorneys Liability”) has been sent or delivered by the Indemnitee to represent the indemnified parties, regardless Indemnifying Party setting forth the amount of the number Loss incurred by the Indemnitee that was the subject of indemnified partiesthe earlier Notice of Claim. Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party to the claim, and if the objection relates to the amount of the Loss asserted, the amount, if any, that the Indemnifying Party believes is due the Indemnitee, and any undisputed amount shall be promptly paid over to the Indemnitee. If no such Contest Notice is given within such twenty day period, the obligation of the Indemnifying Party to pay the Indemnitee the amount of the Loss set forth in the Notice of Claim, or subsequent Notice of Liability, shall be deemed established and accepted by the Indemnifying Party. (c) If the Indemnifying Member elects Party fails to assume the defense of such actionClaim or, having assumed the defense and settlement of such Claim, fails reasonably to contest such Claim in good faith, the Indemnitee, without waiving its right to indemnification, may assume, at the reasonable cost of the Indemnifying Party, the defense and settlement of such Claim; provided, however, that (i) the Indemnifying Party shall be permitted to join in the defense and settlement of such Claim and to employ counsel at its own expense, (yii) no compromise or the Indemnifying Party shall cooperate with the Indemnitee in the defense and settlement thereof may be effected of such Claim in any manner reasonably requested by the Indemnifying Member Indemnitee and (iii) the Indemnitee shall not settle such Claim without obtaining the indemnified party’s prior written consent (of the Indemnifying Party, which shall not be unreasonably withheldwithheld or delayed. (d) unless the sole relief provided is monetary damages The Indemnifying Party shall make any payment required to be made under this Article in cash and on demand. Any payments required to be paid by an Indemnifying Party under this Article that are not paid in full by within five (5) Business Days of the date on which such obligation becomes final shall thereafter be deemed delinquent, and the Indemnifying Member and (z) Party shall pay to the Indemnifying Member Indemnitee, immediately upon demand, interest at the rate of ten percent per annum, not to exceed the maximum nonusurious rate allowed by Applicable Law, from the date such payment becomes delinquent to the date of payment of such delinquent sums, which interest shall have no liability with respect be considered to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless Losses of the Indemnifying Member has failed to defend such Indemnified Party against such actionIndemnitee.

Procedure for Indemnification. After receipt (a) Any Buyer Indemnified Party or Seller Indemnified Party seeking indemnification under Section 5.2 (an “Indemnified Party”) (except indemnification claims with respect to Section 5.2(a)(i) which arise under Section 2.11 or Section 5.2(a)(iii), both of which shall be governed by an Section 4.6(f)) shall, in the case of a Buyer Indemnified Party, promptly notify in writing the Seller and, in the case of a Seller Indemnified Party, promptly notify in writing the Buyer or the Company, as applicable (any such notice, a “Notice of Claim”); provided, however, that no delay on the part of any Indemnified Party in providing such notice shall adversely affect the rights of the Indemnified Party under Section 11.1 5.2. The Notice of notice Claim shall set forth in reasonable detail (i) the date and nature and basis of such claim and (ii) a good faith estimate of the commencement amount of any action, or any other actual or potential Indemnity Claim, such claim. The Indemnified Party shallshall provide any information reasonably requested by the Seller, if the Buyer or the Company, as the case may be, in relation to such claim. (b) If a claim for indemnification is with respect to a Claim by a third-party against an Indemnified Party, the Seller, in respect thereof is to be made against the case of a Member claim by a Buyer Indemnified Party and Buyer or the Company, in the case of a claim by a Seller Indemnified Party (the Seller, Buyer or the Company, as applicable, the “Indemnifying MemberParty”), give written notice thereof shall be entitled (but not obligated) to defend the Indemnified Party against such Indemnifying Member. The failure to promptly notify Claim with counsel selected by the Indemnifying Member shall not relieve Party (subject to the reasonable approval of the Indemnified Party) at the Indemnifying Party’s sole cost and expense; provided however that prior to assuming such control of the Claim, the Indemnifying Member of any liability Party acknowledges in writing that it may have is obligated to any indemnify the Indemnified Party with respect to such action; provided that, Claim to the extent that any such failure provided for in, and subject to provide prompt notice is responsible for an increase in the indemnity obligations of the limitations of, this Article V. The Indemnifying Member, the Indemnifying Member Party shall not be responsible for any such increase. In consent to the case entry of any judgment or enter into any settlement with respect to such action brought against an Indemnified Party for which Claim without the prior written consent of the Indemnified Party has given written notice (not to be unreasonably withheld, conditioned or delayed), unless the Indemnifying Member judgment or proposed settlement (i) releases the Indemnified Party and its Affiliates from all liability or obligation in connection with such Claim, (ii) does not impose an injunction or other equitable relief upon the Indemnified Party or its Affiliates and (iii) does not involve a finding or admission of any violation of applicable Law or other wrongdoing by the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partyIndemnified Party or its Affiliates. If the Indemnifying Member Party elects to assume the defense of such actiona Claim, the Indemnified Party shall, at the Indemnifying Party’s sole cost and expense, cooperate in all reasonable respects with the Indemnifying Party and its attorneys in such defense. In any such Claim, the Indemnified Party shall have the right to employ separate retain its own counsel, but the fees and expenses of such counsel shall be at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense unless representation of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is the Indemnifying Party by the same counsel would represent a conflict of interests interest for such counsel under applicable standards of professional conduct for attorneys, in which renders it inappropriate for the same counsel to represent both case the Indemnifying Member Party will pay the reasonable fees and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense expenses of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actioncounsel.

Procedure for Indemnification. After Each party indemnified under subsection (a) or (b) of this Section 2.7 (the "Indemnified Party") shall, promptly after receipt by an Indemnified Party under Section 11.1 of actual notice of any claim or the commencement of any action, or any other actual or potential Indemnity Claim, action against such Indemnified Party shall, if a claim in respect thereof is of which indemnity may be sought notify the party required to be made against a Member provide indemnification (the “"Indemnifying Member”)Party") in writing of the claim or the commencement thereof, give written notice thereof provided that the failure of the Indemnified Party to such Indemnifying Member. The failure to promptly notify the Indemnifying Member Party shall not relieve such the 11 12 Indemnifying Member of Party from any liability that which it may have to any an Indemnified Party with respect on account of the indemnity agreement contained in subsection (a) or (b) of this Section 2.7, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall relieve the Indemnifying Party from any other liability which it may have to such action; provided that, to the extent that Indemnified Party. If any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member claim or action shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to Party, it shall notify the Indemnifying Member of the commencement thereof, Party thereof and the Indemnifying Member Party shall be entitled to participate therein therein, and, to the extent that it may wishwishes, jointly with any other similarly notified Indemnifying Party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partythe Indemnified Party. If After notice from the Indemnifying Member elects Party to the Indemnified Party of its election to assume the defense of such claim or action, the Indemnifying Party shall not be liable (except to the extent the proviso to this sentence is applicable, in which event it will be so liable) to the Indemnified Party under this Section 2.7 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 that each Indemnified Party shall have the right to employ separate counsel at to represent it and assume its own expense defense (in which case, the Indemnifying Party shall not represent it) if (i) upon the advice of counsel, the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) in the event the Indemnifying Party has not assumed the defense thereof within 10 days of receipt of notice of such claim or commencement of action, and in which case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party. The Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one firm for all such Indemnified Parties, unless conflicting interests of the Indemnified Parties make the retention of one firm on behalf of all of them unreasonable. If any Indemnified Party employs such separate counsel it will not enter into any settlement agreement which is not approved by the Indemnifying Party, such approval not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any such claim or action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld. In any action hereunder as to which the Indemnifying Party has assumed the defense thereof with counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party shall continue to be entitled to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action thereof with counsel of its own choice, at the expense of but, except as set forth above, the Indemnifying Member. If the action is asserted against both the Indemnifying Member and Party shall not be obligated hereunder to reimburse the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the costs thereof. Each Indemnified Party shall furnish such information regarding itself or (b) such action could the claim in question as an Indemnifying Party may reasonably be expected to result request in the imposition of criminal liability, the Indemnifying Member writing and as shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the reasonably required in connection with defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member claim and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionlitigation resulting therefrom.

Procedure for Indemnification. After (a) Promptly after receipt by an the Buyer or a Seller (collectively, “Indemnified Party Person(s)”) under Section 11.1 Sections 7.2, 7.4 or 7.7 of notice of the commencement of any actionProceeding against it, or any other actual or potential Indemnity ClaimSection 7.3 with respect to a claim for a reduction of the Acquisition Price, such Indemnified Party shallPerson will, if a claim in respect thereof is to be made against a Member the other Party under such Section (the “Indemnifying MemberPerson”), give written notice thereof to the Indemnifying Person of the commencement of such Indemnifying Member. The claim, but the failure to promptly notify the Indemnifying Member shall Person will not relieve such the Indemnifying Member Person of any liability that it may have to any Indemnified Party with respect to such action; provided thatPerson, except to the extent that any the Indemnifying Person demonstrate that the defense of such action is actually prejudiced by the Indemnified Person’s failure to provide prompt notice give such notice. (b) If any Proceeding referred to in Section 7.5(a) is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written Person and it gives notice to the Indemnifying Member Person of the commencement thereofof such Proceeding, the Indemnifying Member shall Person will be entitled to participate therein in such Proceeding and, to the extent that it may wishwishes (unless any of the Indemnifying Persons, to assume the defense thereof with counsel reasonably satisfactory are also a Party to such indemnified party. If Proceeding and the Indemnifying Member elects Indemnified Person determines in good faith that joint representation would be inappropriate), to assume the defense of such action, Proceeding with counsel reasonably satisfactory to the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If Person and, after notice from the Indemnifying Member elects not Person to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled Person of its election to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liabilityProceeding, the Indemnifying Member shall Person will not, as long as it diligently conducts such defense, be responsible liable to the Indemnified Person under this Section 7.5 for paying for separate any fees of other counsel for or any other expenses with respect to the indemnified party; provideddefense of such Proceeding, howeverin each case subsequently incurred by the Indemnified Person in connection with the defense of such Proceeding, that if there is more other than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm reasonable costs of attorneys to represent the indemnified parties, regardless of the number of indemnified partiesinvestigation. If the Indemnifying Member elects to assume Person assumes the defense of such actiona Proceeding, (yi) no compromise or settlement thereof of such claims may be effected by the Indemnifying Member Person without the indemnified partyIndemnified Person’s written consent unless (which shall not A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claims that may be unreasonably withheldmade against the Indemnified Person, and (B) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member Person; and (zii) the Indemnifying Member shall Person will have no liability with respect to any compromise or settlement thereof of such claims effected without its written consent. If notice is given to an Indemnifying Person of the commencement of any Proceeding and the Indemnifying Person does not, within ten days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Proceeding, the Indemnifying Person will be bound by any determination made in such Proceeding or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person 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 damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Proceeding, but the Indemnifying Person will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which shall may not be unreasonably withheld). (d) unless Each of the Indemnifying Member has failed Parties hereby consents to defend the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Section 7.5 with respect to such Indemnified Party against Proceeding or the matters alleged therein, and agrees that process may be served on the Parties with respect to such actiona claim anywhere in the world. (e) For the purposes of this Section 7.5, any and all notices to be given to the Sellers may be given by the Buyer to the Sellers’ Agent on behalf of the Sellers (and the Buyer shall not be obligated to give any such notice to all Sellers).

Procedure for Indemnification. After (a) As soon as practicable, after receipt by an Shareholders, Subsidiary, Why USA, or Cashline (hereinafter the "Indemnified Party Person") under Section 11.1 6.1 of written notice of any claim against it, the commencement indemnified person will give notice (hereinafter a "Noticed Claim") to the guaranteeing party (hereinafter the "Indemnifying Person") of such claim. Each of the parties hereby expressly acknowledges and agrees that any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is notice required to be made against a Member (given hereunder by the “Indemnifying Member”), give written notice thereof Indemnified Person to such Indemnifying Member. The failure to promptly notify the Indemnifying Member Parties shall not relieve such Indemnifying Member of any liability that it may be deemed to have to any Indemnified Party with respect to such action; provided that, been delivered by if given in the manner and to the extent that address set forth in Section 7.2. (b) On any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying MemberNoticed Claim, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereofPerson may, the Indemnifying Member shall be entitled to participate therein andat its option, to the extent that it may wish, to assume the defense thereof of such claim with counsel reasonably satisfactory to such indemnified party. If the Indemnified Person (which consent to counsel will not be unreasonably withheld) and, after written notice from the Indemnifying Member elects Person to the Indemnified Person of its election to assume the defense of such actionclaim, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Article VI for any fees of other counsel or any other expenses with respect to the defense of such claim subsequently incurred by the Indemnified Person in connection with the defense of such claim. Notwithstanding the foregoing, the Indemnified Party Person shall have the right to employ separate counsel at its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense and to participate of the Indemnified Person unless: (i) the employment of such counsel shall have been authorized in the defense thereof. If writing by the Indemnifying Member elects not to assume (or fails to assume) Person in connection with the defense of such action, ; or at any time fails diligently (ii) the Indemnifying Person shall have not employed counsel to pursue such defense, the Indemnified Party shall be entitled to assume take charge of the defense of such action with counsel of its own choice, at the expense within a reasonable time after notice of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified partiesclaim. If the Indemnifying Member elects to assume Person assumes the defense of such actiona Noticed Claim, (yi) no compromise or settlement thereof of such claim may be effected by the Indemnifying Member Person without the indemnified party’s written Indemnified Person's consent, which consent (which shall not be unreasonably withheldwithheld or delayed, unless (A) unless there is no finding or admission of any violation of federal, state, or local laws, statutes or regulations or any violation of the rights of any Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Member Person; and (zii) the Indemnifying Member shall Indemnified Person will have no liability with respect to any compromise or settlement thereof of such claims effected without its written consent (which shall not be unreasonably withheld) unless consent. Subject to Section 6.2(c), if a Noticed Claim is given to an Indemnifying Person and the Indemnifying Member has failed Person does not, within thirty (30) days after receipt of the Noticed Claim, give notice to defend the Indemnified Person of its election to assume the defense of such claim, the Indemnifying Person will be bound by any determination made in such proceeding or any compromise or settlement effected by the Indemnified Party against such actionPerson.

Procedure for Indemnification. After Each party indemnified under paragraph (a) or (b) of this Section 1.8 (the “Indemnified Party”) shall, promptly after receipt by an Indemnified Party under Section 11.1 of notice of any claim or the commencement of any action, or any other actual or potential Indemnity Claim, action against such Indemnified Party shall, if a claim in respect thereof is of which indemnity may be sought, notify the party required to be made against a Member provide indemnification (the “Indemnifying MemberParty”), give written notice thereof ) in writing of the claim or the commencement thereof; provided that the failure of the Indemnified Party to such Indemnifying Member. The failure to promptly notify the Indemnifying Member Party shall not relieve such the Indemnifying Member of Party from any liability that it may have to any an Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in on account of the indemnity obligations agreement contained in paragraph (a) or (b) of this Section 1.8, unless the Indemnifying MemberParty was materially prejudiced by that failure, and in no event shall relieve the Indemnifying Member Party from any other liability it may have to that Indemnified Party. If any claim or action shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to Party, it shall notify the Indemnifying Member of the commencement thereof, Party thereof and the Indemnifying Member Party shall be entitled to participate therein therein, and, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partythe Indemnified Party. If After notice from the Indemnifying Member elects Party to the Indemnified Party of its election to assume the defense of such any claim or action, the Indemnifying Party shall not be liable (except to the extent the proviso to this sentence is applicable, in which event it will be so liable) to the Indemnified Party under this Section 1.8 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 that each Indemnified Party shall have the right to employ separate counsel at to represent it and assume its own expense defense (in which case, the Indemnifying Party shall not represent it) if (i) upon the advice of counsel, the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) in the event the Indemnifying Party has not assumed the defense thereof within ten (10) days of receipt of notice of such claim or commencement of action, and in each case the fees and expenses of separate counsel for an Investor or Investors holding twenty-five percent (25%) of the Registrable Securities shall be paid by the Indemnifying Party, and in the case of the parties indemnified by the Investors, one separate counsel shall be paid for by the Investors as Indemnifying Parties. If any Indemnified Party employs such separate counsel, it will not enter into any settlement agreement not approved by the Indemnifying Party, whose approval is not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any claim or action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the Indemnified Party. In any action hereunder as to which the Indemnifying Party has assumed the defense thereof with counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party shall continue to be entitled to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at but, except as set forth above, the expense Indemnifying Party shall not be obligated hereunder to reimburse the Indemnified Party for the costs thereof. If the indemnification provided for in this Section 1.8 shall for any reason be unavailable to an Indemnified Party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each Indemnifying Party shall, in lieu of indemnifying that Indemnified Party, contribute to the amount paid or payable by that Indemnified Party as a result of the loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the Indemnifying Member. If Party on the action is asserted against both the Indemnifying Member one hand and the Indemnified Party and (a) there is on the other with respect to the statements or omissions that resulted in the loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a conflict of interests which renders it inappropriate material fact or omission or alleged omission to state a material fact relates to information supplied specifically for the same counsel to represent both use in any registration statement, prospectus, offering circular or other similar document by the Indemnifying Member and Party on the one hand or the Indemnified Party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or (b) prevent such action could reasonably be expected statement or omission, but not by reference to result any Indemnified Party’s stock ownership in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; providedCompany. In no event, however, shall an Investor of Registrable Securities be required to contribute in excess of the amount of the net proceeds received by that if there Investor in connection with the sale of Registrable Securities in the offering that is more than one the subject of the loss, claim, damage or liability. The amount paid or payable by an Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless as a result of the number loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for purposes of indemnified parties. If the Indemnifying Member elects to assume the defense of such actionthis paragraph, (y) no compromise any legal or settlement thereof may be effected other expenses reasonably incurred by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionin connection with investigating or defending the action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of a fraudulent misrepresentation.

Procedure for Indemnification. After (a) Promptly after receipt by an a party entitled to indemnification hereunder (the “Indemnified Party under Section 11.1 Party”) of written notice of the assertion or the commencement of any action, or any other actual or potential Indemnity Claim, such claim asserted against an Indemnified Party shallby a third party (“Third Party Claim”) with respect to any matter referred to in Sections 6.2 and 6.3, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), Indemnified Party shall give written notice thereof to such the party obligated to indemnify Indemnified Party (the “Indemnifying Member. The failure to promptly notify Party”), which notice shall include a description of the Claim, the amount thereof (if known and quantifiable) and the basis for the Claim, and thereafter shall keep the Indemnifying Member Party reasonably informed with respect thereto; provided, that failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve such the Indemnifying Member Party of any liability that it may have to any Indemnified Party with respect to such action; provided that, its obligations hereunder except to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying MemberParty is materially prejudiced thereby. (b) With respect to a Third-Party Claim, the an Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume in the defense of such actionClaim or other claim giving rise to an Indemnified Party’s claim for indemnification at such Indemnifying Party’s expense, the Indemnified Party shall have the right to employ separate counsel and at its own expense and option (subject to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assumelimitations set forth below) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense thereof by appointing a nationally recognized and reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided, that: (i) The Indemnified Party shall be entitled to participate in the defense of such action with claim and to employ counsel of its own choicechoice for such purpose; provided, at that the expense fees and expenses of such separate counsel shall be borne by the Indemnified Party (except that the Indemnifying Party shall pay all of the fees and expenses of such separate counsel if the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying MemberParty and the Indemnified Party); (ii) The Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the fees and expenses of counsel retained by the Indemnified Party if (A) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (B) the Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or injure the Indemnified Party’s reputation or future business prospects; (C) the claim seeks an injunction or equitable relief against the Indemnified Party; (D) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (E) the claim involves environmental matters in which case the Indemnified Party shall have sole control and management authority over the resolution of such claim (including hiring legal counsel and environmental consultants, conducting environmental investigations and cleanups, negotiating with Governmental Entities and third parties and defending or settling claims and actions), provided, that the Indemnified Party shall keep the Indemnifying Party apprised of any major developments relating to any environmental claim; (F) in the reasonable judgment of the Indemnified Party, the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim, or (G) the Indemnified Party reasonably believes that the Losses relating to the claim could exceed the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this ARTICLE 6; and (iii) If the Indemnifying Party shall control the defense of any such claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of a claim or ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such claim, without prejudice, or if such settlement involves an admission of any type on the part of the Indemnified Party. (c) A claim for indemnification for any matter not involving a third-party Claim (a “Direct Claim”) may be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 15 days after the Indemnified Party becomes aware of such Direct Claim (a “Direct Claim Notice”). The Direct Claim Notice will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof, and will indicate the estimated amount, if reasonably practicable, of Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of 10 Business Days within which to respond in writing to such Direct Claim (the “Claim Response Period”). If the action is asserted against both Indemnifying Party disagrees with Indemnified Party’s assertion, validity or calculation of the Direct Claim, the Indemnifying Member Party must notify the Indemnified Party of such disagreement by giving the Indemnified Party notice thereof prior to the expiration of the Claim Response Period, which notice will forth in reasonable detail the basis for such disagreement and the Indemnifying Party’s good faith estimate of the appropriate resolution or adjustment (the “Claim Disagreement Notice”). If the Indemnifying Party does not deliver a Claim Disagreement Notice to the Indemnified Party within the Claim Response Period, then it shall promptly pay the amount of the claim. If the Indemnifying Party does timely deliver to the Indemnified Party a Claim Disagreement Notice, then during the thirty (30) days immediately following thereof, the Indemnifying Party and the Indemnified Party and shall seek to resolve any differences that they may have with respect to any matter specified in the Claim Disagreement Notice. If at the end of such thirty (a30) there is a conflict of interests which renders it inappropriate for the same counsel to represent both day period the Indemnifying Member Party and the Indemnified Party or (b) such action could reasonably be expected have been unable to result in agree upon the imposition of criminal liabilitymatter, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all will be free to pursue such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof remedies as may be effected available to the Indemnified Party under this Agreement. (d) Any amounts payable by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect Party to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such on behalf of an Indemnified Party against such actionin respect of a Loss shall be net of payments actually received from insurance proceeds.

Procedure for Indemnification. After receipt by an The Indemnified Party under shall follow the procedures set forth in this Section 11.1 9.3 in order to be entitled to indemnification with respect to claims resulting from the assertion of notice of liability by persons or entities other than the commencement of Indemnified Party, including claims by Governmental Entities for penalties, fines and assessments. (1) In the event that any action, suit or proceeding (hereinafter, a "Legal Action") is brought against the Indemnified Party or any other actual claim or potential Indemnity demand is made by any person or entity, including any Governmental Entity (a "Third Party Claim"), such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given desires to make a claim against the Indemnifying Party pursuant to this Section 9.3, the Indemnified Party shall give prompt written notice to the Indemnifying Member Party of the commencement thereofinstitution of such Legal Action or the making of such Third Party Claim, such notice to identify the amount, nature of, and other circumstances surrounding such claim. (2) Upon the written agreement of the Indemnifying Party that it is obligated to indemnify hereunder, the Indemnifying Member shall be entitled to Party may (and if so requested by the Indemnified Party shall) participate therein and, to the extent that it may wish, to in such Legal Action or Third Party Claim or assume the defense thereof thereof, with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified partyParty; provided, however, that if there is more than one the Indemnified Party and it is practical for all such parties shall in any event have the right to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume participate at its own expense in the defense of any such actionLegal Action or Third Party Claim, (y) and provided further that in no compromise or settlement thereof event may be effected by the Indemnifying Member Party settle or compromise a Legal Action or Third Party Claim without the indemnified party’s prior written consent (of the Indemnified Party, which consent shall not be unreasonably withheld) unless . Without limiting the sole relief provided is monetary damages that are paid in full by generality of the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which foregoing, it shall not be unreasonably withheld) unless deemed unreasonable to withhold consent to a settlement or compromise involving injunction or other equitable relief against the Indemnifying Member has failed to defend such Indemnified Party against such actionor any of its assets, employees or business.

Procedure for Indemnification. After receipt (a) Except as may be set forth in a Related Agreement, if an Indemnitee shall receive notice or otherwise learn of the assertion by an Indemnified Party under Section 11.1 a Person (including, without limitation, any governmental entity) who is not a party to this Agreement or to any of notice the Related Agreements of any claim or of the commencement by any such Person of any action, or any other actual or potential Indemnity Action (a "Third-Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, such Indemnified Indemnitee shall give such Indemnifying Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof promptly after becoming aware of such Third-Party Claim; provided that the failure of any Indemnitee to such Indemnifying Member. The failure to promptly notify the Indemnifying Member give notice as required by this Section 4.04 shall not relieve such the Indemnifying Member Party of any liability that it may have to any Indemnified Party with respect to such action; provided thatits obligations under this Article IV, except to the extent that any such Indemnifying Party is prejudiced by such failure to provide prompt give notice. Such notice is responsible for an increase shall describe the Third-Party Claim in reasonable detail, and shall indicate the indemnity obligations amount (estimated if necessary) of the Indemnifiable Loss that has been or may be sustained by such Indemnitee. (b) An Indemnifying MemberParty may elect to defend or to seek to settle or compromise, the at such Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its Party's own expense and to participate in the defense thereof. If by such Indemnifying Party's own counsel, any Third-Party Claim, provided that the Indemnifying Member elects not Party must confirm in writing that it agrees that the Indemnitee is entitled to assume (or fails to assume) the defense indemnification hereunder in respect of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.Third-

Procedure for Indemnification. After Promptly after receipt by an Indemnified Party indemnified party under Section 11.1 6(a) or 6(b) of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”)an indemnifying party under such Section, give written notice thereof to such Indemnifying Memberthe indemnifying party of the commencement thereof. The failure so to promptly notify the Indemnifying Member indemnifying party shall not relieve such Indemnifying Member it of any liability that it may have to any Indemnified Party indemnified party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action shall be brought against an Indemnified Party for which the Indemnified Party has given indemnified party and it shall give written notice to the Indemnifying Member indemnifying party of the commencement thereof, the Indemnifying Member indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member indemnifying party elects to assume the defense of such action, the Indemnified Party indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member indemnifying party elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified indemnifying party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.

Procedure for Indemnification. After Each party indemnified under paragraph (a) or (b) of this Section 7 shall, promptly after receipt by an Indemnified Party under Section 11.1 of notice of any claim or the commencement of any action, or any other actual or potential Indemnity Claim, action against such Indemnified Party shall, if a claim indemnified party in respect thereof is to of which indemnity may be made against a Member (sought, notify the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The indemnifying party in writing of the claim or the commencement thereof; provided that the failure to promptly notify the Indemnifying Member indemnifying party shall not relieve such Indemnifying Member of it from any liability that which it may have to any Indemnified Party with respect to such action; provided thatan indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) of this Section 7, except to the extent that the indemnifying party was prejudiced by such failure, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. If any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member claim or action shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which indemnified party, and it shall notify the Indemnified Party has given written notice to the Indemnifying Member of the commencement indemnifying party thereof, the Indemnifying Member indemnifying party shall be entitled to participate therein therein, and, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party. If After notice from the Indemnifying Member elects indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member indemnifying party shall not be responsible for paying for more than one separate firm of attorneys liable to represent the indemnified parties, regardless of party under this Section 7 for any legal or other expenses subsequently incurred by the number of indemnified parties. If the Indemnifying Member elects to assume party in connection with the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.other than reasonable costs of

Procedure for Indemnification. After receipt a. Upon the assertion by an Indemnified Party under Section 11.1 any third party of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is that may give rise to rights of indemnification under Sections 3.15 or 3.16 the party entitled to be made against a Member indemnified (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to "Indemnified Party") shall promptly notify the other party (the "Indemnifying Member Party") in writing of the claim. The Indemnifying Party may undertake the defense, compromise, or settlement of such claim, provided that: (i) The Indemnifying Party shall not relieve such Indemnifying Member of any liability that it may have timely provide to any the Indemnified Party all information with respect to such action; provided thatdefense, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Membercompromise, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which or settlement as the Indemnified Party has given written notice to may request; and (ii) The Indemnifying Party shall not assume any position or take any action in connection with such defense, compromise, or settlement that would impose an obligation of any kind or restrict the actions of the Indemnified Party, it being understood that the Indemnifying Member of Party would be acting solely on its own behalf, for its own account, and at its own risk. b. In the commencement thereof, event that the Indemnifying Member shall be entitled to participate therein andParty does not undertake the defense, to the extent that it may wishcompromise, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense or settlement of such actionclaim as provided in the foregoing, the Indemnified Party shall have the right to employ separate counsel undertake the defense, compromise, or settlement of such claim on behalf of, for the account of, at its own the expense of, and to participate in at the defense thereof. If risk of the Indemnifying Member elects not to assume (Party. The Indemnified Party shall, however, notify the Indemnifying Party of any compromise or fails to assume) the defense settlement of any such action, or at any time fails diligently to pursue claim. Any such defense, claim paid by the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of payable by the Indemnifying Member. If the action is asserted against both the Indemnifying Member and Party to the Indemnified Party and (a) there is a conflict on demand of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or with interest thereon from the date of demand at the rate of eight percent (b8%) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionper annum.

Procedure for Indemnification. After receipt by (a) If an Indemnified Party under Section 11.1 of indemnified party receives notice of any claim, assertion or the commencement of any actionaction or proceeding or becomes aware of any matter with respect to which Purchaser and the Company, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member as indemnifying parties (the “Indemnifying Member”"Indemnitors"), are obligated to provide indemnification pursuant to this Section 6 (an "Indemnifiable Claim"), the indemnified party shall promptly give written notice thereof to such Indemnifying Memberthe Indemnitors (a "Notice of Claim"). The failure of any indemnified party to promptly notify the Indemnifying Member give timely notice hereunder shall not relieve affect such Indemnifying Member of any liability that it may have party's rights to any Indemnified Party with respect to such action; provided thatindemnification hereunder, except to the extent that any the Indemnitor demonstrates that the defense of such action is prejudiced by the indemnified party's failure to provide prompt notice is responsible for an increase in give such notice. (b) The Indemnitors shall have the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given right if they so elect by written notice delivered to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, indemnified party to assume the defense thereof with respect to any Indemnifiable Claim with counsel reasonably satisfactory to such the indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party Any indemnified party shall have the right to employ separate counsel at its own expense reasonably satisfactory to Indemnitors in any such action and to participate in the defense thereof. If thereof at the Indemnifying Member elects not to assume (or fails to assume) the defense expense of such actionindemnified party except as otherwise provided herein; provided, or at any time fails diligently to pursue such defense, however that the Indemnified Party Indemnitors shall be entitled to assume primary control of the defense of such action with counsel of its own choice, at thereof subject to the expense terms and conditions hereof. The Indemnitors shall not settle or compromise any Indemnifiable Claim without the prior written consent of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects Indemnitors do not notify the indemnified party within five days after receipt of the Notice of Claim (or within such shorter response period as is required to avoid prejudice to the ability to defend against such Indemnifiable Claim) that Indemnitors intend to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to such Indemnifiable Claim, then the indemnified parties may assume the defense with respect to such Indemnifiable Claim at the Indemnitor's sole cost and expense. (c) The Indemnitors and the indemnified parties shall make available to each other all books, records, documents and other information within their control that are reasonably necessary or appropriate for such defense. The Indemnitors shall keep the indemnified parties promptly and fully apprised of the progress of the defense of the Indemnifiable Claim all other developments with respect to such Indemnifiable Claim. (d) The Indemnitors shall be liable for any compromise settlement of any action effected pursuant to and in accordance with this Section 6 and for any final judgment (subject to any right of appeal), and the Indemnitors agree to indemnify and hold harmless an indemnified party from and against any Damages by reason of such settlement or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionjudgment.

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of a. If the commencement of any action, Shareholder or any other actual or potential Indemnity Claim, such Indemnified Party shall, if DCX shall determine to make a claim in respect thereof asserting the existence of a Loss as to which such party (the "Indemnitee") is to be made against a Member indemnified pursuant to the terms of this Agreement, the Indemnitee shall promptly Notify the other party (the “Indemnifying Member”), give written notice thereof to "Indemnitor") of such Indemnifying Memberclaim in writing. The failure to promptly notify Unless in the Indemnifying Member shall not relieve such Indemnifying Member Indemnitee's reasonable judgment a conflict of any liability that it interest between the Indemnitee and Indemnitor may have to any Indemnified Party exist with respect to such action; provided thatclaim, the Indemnitor shall have the right to the extent that defend against any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof claim with counsel reasonably satisfactory to the Indemnitee, provided (a) the Indemnitor, within ten (10) days after the receipt of such indemnified partynotice from the Indemnitee, shall notify the Indemnitee that the Indemnitor disputes the claim, giving the reasons therefor, and that the Indemnitor will, at its own expense, defend the same, and that (b) such defense is instituted promptly and maintained in good faith by the Indemnitor. In such event, the defense may, if necessary, be maintained in the Indemnitee's name, and the Indemnitee may, if it so elects, designate its own counsel to participate at the Indemnitee's sole expense, along with the counsel selected by the Indemnitor, in the conduct of such defense. The Indemnitee shall, in any event, be kept fully advised as to the status of such defense. If the Indemnifying Member elects to assume the such defense of such actionis assumed, the Indemnified Party Indemnitor will not be subject to any liability for any settlement made by the Indemnitee without its consent (but such consent will not be unreasonably withheld). Notwithstanding the foregoing, following the Closing, DCX shall have the right to employ separate counsel at its own expense direct and to participate in control the defense thereofnegotiations, settlement and litigation if the same have a direct material effect upon the operations of the Company's business, and the conduct of any necessary investigatory or remedial activities. If the Indemnifying Member elects Indemnitor shall receive notice from the Indemnitee of a claim, as aforesaid, and shall either fail to notify the Indemnitee of its election to defend such claim or fail to maintain such defense in good faith, the Indemnitee shall defend such claim at Indemnitor's expense. In such event, the Indemnitor shall not be obligated to assume (or fails pay the fees and expenses of more than one counsel for all Indemnitees with respect to assume) such claim, unless in the reasonable judgment of any Indemnitee a conflict of interest may exist between such Indemnitee and any other Indemnitee with respect to such claim. If the defense of any claim shall, upon final nonappealable determination, be unsuccessful, then in any such action, event the Indemnitor shall fully satisfy and discharge the claim or at any time fails diligently judgment within thirty (30) days after notice from the Indemnitee to pursue such defense, the Indemnified Party Indemnitor requesting it to do so. b. It is the intent of all parties to this Agreement that any Losses subject to indemnification shall be entitled to assume the defense satisfied solely by delivery or issuance of such action with counsel shares of its own choice, at the expense non-registered common stock of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected DCX by the Indemnifying Member without Indemnitor to the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect Indemnitee, up to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actiona maximum of 125,000 shares.

Procedure for Indemnification. After receipt by (a) If there occurs an Indemnified Party under event that either party asserts is an indemnifiable event pursuant to Section 11.1 7.1 or 7.2, the party seeking indemnification (the “Indemnitee”) shall promptly provide notice (the “Notice of notice of Claim”) to the commencement of any action, other party or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is parties obligated to be made against a Member provide indemnification (the “Indemnifying MemberParty”), give written notice thereof . Providing the Notice of Claim shall be a condition precedent to such Indemnifying Member. The failure to promptly notify any Liability of the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided thathereunder, to and the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of as provided herein will relieve the Indemnifying Member, Party of its obligations hereunder but only if and to the extent that such failure materially prejudices the Indemnifying Member shall not be responsible for any such increaseParty hereunder. In the case of any such action shall be brought against an Indemnified Party for which the Indemnified Party has given written notice any Indemnitee and it shall provide a Notice of Claim to the Indemnifying Member Party of the commencement thereof, the Indemnifying Member Party shall be entitled to participate therein and, to the extent that it may shall wish, to assume the defense thereof thereof, with counsel reasonably satisfactory to such indemnified party. If Indemnitee and, after notice from the Indemnifying Member elects Party to such Indemnitee of such election so to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member Party shall not be responsible liable to the Indemnitee hereunder for paying for separate any legal expenses of other counsel for or any other expenses, in each case subsequently incurred by the indemnified partyIndemnitee, in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if there is more than one Indemnified the Indemnitee reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnitee and the Indemnifying Party because such representation would be reasonably likely to result in a conflict of interest, then the Indemnitee shall have the right to defend, at the sole reasonable cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party and it is practical for its counsel in the defense against any such asserted liability. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the written consent of each Indemnitee, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the release of the Indemnitee from all Liability in respect to such parties claim or litigation or that does not solely require the payment of money damages by the Indemnifying Person. The Indemnifying Party agrees to afford the Indemnitee and its counsel, at the Indemnitee’s sole expense, the opportunity to be represented by common counselpresent at, and to participate in, conferences with all Persons, including any Governmental Authority, asserting any Claim against the Indemnitee or conferences with representatives of or counsel for such Persons. In no event shall the Indemnifying Party, without the written consent of the Indemnitee, settle any Claim on terms that provide for (i) a criminal sanction against the Indemnitee or (ii) injunctive relief affecting the Indemnitee. (b) Upon receipt of a Notice of Claim, the Indemnifying Member Party shall have twenty calendar days (or such shorter period as may be appropriate under the circumstances) to contest its indemnification obligation with respect to such claim, or the amount thereof, by written notice to the Indemnitee (the “Contest Notice”); provided, however, that if, at the time a Notice of Claim is submitted to the Indemnifying Party the amount of the Loss in respect thereof has not yet been determined, such twenty day period in respect of, but only in respect of the amount of the Loss, shall not be responsible for paying for more than one separate firm commence until a further written notice (the “Notice of attorneys Liability”) has been sent or delivered by the Indemnitee to represent the indemnified parties, regardless Indemnifying Party setting forth the amount of the number Loss incurred by the Indemnitee that was the subject of indemnified partiesthe earlier Notice of Claim. Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party to the claim, and if the objection relates to the amount of the Loss asserted, the amount, if any, that the Indemnifying Party believes is due the Indemnitee, and any undisputed amount shall be promptly paid over to the Indemnitee. If no such Contest Notice is given within such twenty day period, the obligation of the Indemnifying Party to pay the Indemnitee the amount of the Loss set forth in the Notice of Claim, or subsequent Notice of Liability, shall be deemed established and accepted by the Indemnifying Party. (c) If the Indemnifying Member elects Party fails to assume the defense of such actionClaim or, having assumed the defense and settlement of such Claim, fails reasonably to contest such Claim in good faith, the Indemnitee, without waiving its right to indemnification, may assume, at the reasonable cost of the Indemnifying Party, the defense and settlement of such Claim; provided, however, that (i) the Indemnifying Party shall be permitted to join in the defense and settlement of such Claim and to employ counsel at its own expense, (yii) no compromise or the Indemnifying Party shall cooperate with the Indemnitee in the defense and settlement thereof may be effected of such Claim in any manner reasonably requested by the Indemnifying Member Indemnitee and (iii) the Indemnitee shall not settle such Claim without obtaining the indemnified party’s prior written consent (of the Indemnifying Party, which shall not be unreasonably withheldwithheld or delayed. (d) unless the sole relief provided is monetary damages The Indemnifying Party shall make any payment required to be made under this Article in cash and on demand. Any payments required to be paid by an Indemnifying Party under this Article that are not paid in full by within five (5) Business Days of the date on which such obligation becomes final shall thereafter be deemed delinquent, and the Indemnifying Member and (z) Party shall pay to the Indemnifying Member Indemnitee, immediately upon demand, interest at the rate of ten percent per annum, not to exceed the maximum nonusurious rate allowed by Applicable Law, from the date such payment becomes delinquent to the date of payment of such delinquent sums, which interest shall have no liability with respect be considered to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless Losses of the Indemnifying Member has failed to defend such Indemnified Party against such actionIndemnitee.

Procedure for Indemnification. After (a) Any Indemnified Party making a claim for indemnification hereunder shall notify the Indemnifying Party or Parties of the claim in writing. EPGC shall notify the Principal and EPC promptly in writing of any facts, loss or claim which it reasonably believes could be the basis for a claim for indemnification under this Article XI. Subject to the provisions of Article XII, an Indemnified Party may take any and all actions against an Indemnifying Party (or Parties) to enforce its rights to indemnification under this Agreement. (b) With respect to third Person claims which are indemnifiable hereunder, promptly after receipt by an Indemnified Party under Section 11.1 Sections 11.2 or 11.3 of notice of the commencement of any action, or any other actual or potential Indemnity ClaimAction, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “an Indemnifying Member”)Party under such Section, give written notice thereof to such the Indemnifying MemberParty of the commencement thereof. The failure to promptly so notify the Indemnifying Member Party shall not relieve such the Indemnifying Member Party of any liability that it may have to any an Indemnified Party with respect to such action; provided that, Action only to the extent that any such the Indemnifying Party is prejudiced by the failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increaseso notified. In the case of any such action shall be brought against an Indemnified Party for which and the Indemnified Party has given shall give written notice to the Indemnifying Member Party of the commencement thereof, the Indemnifying Member Party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partyIndemnified Party. If the Indemnifying Member Party elects to assume the defense of such actionAction, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member Party elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defenseAction, the Indemnified Party shall be entitled to assume the defense of such action Action with counsel of its own choice, at the expense of the Indemnifying MemberParty. If the action Action is asserted against both the Indemnifying Member Party and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member Party and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liabilityParty, the Indemnifying Member Party shall be responsible for paying for separate counsel for the indemnified partyIndemnified Party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counselParty, the Indemnifying Member Party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified partiesIndemnified Parties, regardless of the number of indemnified partiesIndemnified Parties. If the Indemnifying Member Party elects to assume the defense of such actionAction, (ya) no compromise or settlement thereof may be effected by the Indemnifying Member Party without the indemnified party’s 63 70 Indemnified Party's written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member Party and (zb) the Indemnifying Member Party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action).

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of the commencement of (a) If any actionlegal proceeding shall be instituted, or any other actual claim or potential Indemnity Claimdemand made, such Indemnified Party shallagainst an indemnifying party in respect of which an indemnifying party may be liable hereunder, or if either party hereto for any reason shall believe that it has a claim against the other pursuant to the respective Sections 8.1 or 8.2 hereof, then the indemnified party or the party believing it has a claim against the other, as the case may be (in either case, the "Indemnified Party"), shall give prompt written notice hereunder to the indemnifying party or the party against whom the party giving notice believes it has a claim, as the case may be (in either case, the "Indemnifying Party"). Such notice shall specify in reasonable detail the date such underlying claim or belief first was asserted or arose, the nature of the Loss(es) for which payment is claimed, the Section or Sections of this Agreement upon which such claim is based, and the amount payable in respect thereof is to be made against thereto, and shall provide a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member copy of any liability that it may have to any Indemnified Party with respect to such action; provided that, all pleadings relating to the extent that any such failure underlying claim. (b) If an Indemnifying Party shall receive notice pursuant to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Memberthis Section 8.3, the Indemnifying Member shall not be responsible for any Party may, at its sole option, elect to defend against the Loss, which is the subject of such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partynotice. If the Indemnifying Member Party elects to assume the defense of such actiondefend, then the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, and the trial counsel for the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of chosen by the Indemnifying MemberParty provided that such trial counsel shall be reasonably satisfactory to the Indemnified Party, the costs of which shall be borne by the Indemnified Party. If the action is asserted against both the Indemnifying Member and Party does not elect to defend, then the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same may do so by its own counsel provided that such counsel shall be reasonably satisfactory to represent both the Indemnifying Member Party, the costs of which shall be borne by the Indemnifying Party, and the Indemnifying Party agrees to cooperate with the Indemnified Party in such defense. (c) If the amount of any actual Loss indemnified against hereunder shall at any time subsequent to the payment of any indemnity payable hereunder, be reduced by any recovery, settlement or (b) other payment, then the amount of such action could reasonably reduction, less any expense incurred by the party receiving such recovery, settlement or other payment in connection therewith, shall be expected repaid promptly to result in the imposition of criminal liability, the Indemnifying Member Party. (d) The aggregate indemnification obligations of each of the parties hereto under Section 8.1 or 8.2 hereof, as the case may be, will not exceed United States Thirty-Seven Million Dollars (US $37,000,000). (e) Neither party shall be responsible obligated to indemnify the other for paying any Losses hereunder, unless and until the aggregate amount of all Losses exceeds US $250,000 (the "Basket"), and shall be liable only for separate counsel for amounts in excess of the indemnified partyBasket; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm amount of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability Losses with respect to any compromise a breach solely of either Section 6.1(f) or settlement thereof effected without its written consent (which 6.1(i) exceeds US $250,000, Medicis shall be liable for all Losses with respect to such breaches of either Section 6.1(f) or 6.1(i) from the first dollar and provided further that the Basket shall not be unreasonably withheld) unless the Indemnifying Member has failed apply to defend such Indemnified Party against such actionSection 8.1(d).

Procedure for Indemnification. After Promptly after receipt by an Indemnified Party indemnified party, under Section 11.1 4.1 or 4.2, of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shallthe indemnified party shall notify the indemnifying party in writing of the commencement thereof, if a claim in respect thereof is to be made against a Member (an indemnifying party under any of these Sections; but the “Indemnifying Member”), give written omission of such notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve the indemnifying party from liability which it may have to the indemnified party under this Section 4, except to the extent that the indemnifying party is actually prejudiced by such Indemnifying Member of failure to give notice, and shall not relieve the indemnifying party from any liability that which it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increaseindemnified party otherwise than under this Section 4. In the case of any such action is brought against an Indemnified Party for which the Indemnified Party has given written notice to indemnified party, it shall notify the Indemnifying Member indemnifying party of the commencement thereof, the Indemnifying Member indemnifying party shall be entitled to participate therein andin, and to the extent that it may wishchooses, to assume the defense thereof with counsel reasonably satisfactory to such the indemnified party. If , and after notice from the Indemnifying Member elects indemnifying party to the indemnified party that it chooses to assume the defense of such actiondefense, the Indemnified Party indemnifying party shall have not be liable for any legal or other expenses subsequently incurred by the right to employ separate counsel at its own expense and to participate indemnified party in connection with the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, however that if there is more than one Indemnified Party and it is practical for all such parties the indemnifying party fails to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed take reasonable steps necessary to defend such Indemnified Party against such action.diligently the claim within twenty

Procedure for Indemnification. After receipt by an Indemnified 8.6.1 If a Party under Section 11.1 of notice of the commencement becomes aware of any action, matter or any circumstance that may give rise to a claim against the other actual or potential Indemnity ClaimParty, such Indemnified Party shall, if shall as soon as reasonably practicable give a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof (a “Claim Notice”) to such other Party setting out such information as is available to such Party as is reasonably necessary to enable such other Party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other Party may consider necessary. 8.6.2 A Claim Notice under this Agreement by any of Seller Indemnified Parties or Purchaser Indemnified Parties to the indemnifying Party (“Indemnifying Member. The failure Party”) shall specify in reasonable detail the legal and factual basis of the claim and the evidence on which the relevant Party giving such Claim Notice relies and, an estimate of the amount of Losses which are, or are to promptly notify be, the Indemnifying Member shall not relieve such Indemnifying Member subject of the claim (including any Losses which are contingent on the occurrence of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase future event). No delay in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which providing a Claim Notice by the Indemnified Party has given written notice shall relieve the Indemnifying Party of its indemnification obligations hereunder, except in case where any right or defense available to the Indemnifying Member Party is prejudiced or otherwise impaired by reason of such delay, provided that notwithstanding anything to the contrary contained herein, no claim may be asserted nor may any action be commenced against any Indemnifying Party unless a Claim Notice for such claim or action is given prior to the termination of the commencement thereof, relevant survival period set out in Section 8.1. 8.6.3 The Indemnifying Party shall have thirty (30) Business Days after its receipt of a Claim Notice to respond in writing to such Claim Notice. The Indemnified Party shall allow the Indemnifying Member shall be entitled Party and its Representatives to participate therein and, investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent that it any amount is payable in respect of the claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its Representatives may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partyrequest. If the Indemnifying Member elects Party does not so respond within such thirty (30) Business Day period, the Indemnifying Party shall be deemed to assume the defense of have rejected such actionClaim Notice, in which case the Indemnified Party shall have the right to employ separate counsel commence arbitration or legal proceedings pursuant to Section 12.8 of this Agreement. 8.6.4 Any claim notified pursuant to this Section 8.6 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn at the later of (i) one (1) month after the expiry of the relevant survival period as set out in Section 8.1 or (ii) two (2) months after the date of the Claim Notice for such claim, unless at such time arbitration or legal proceedings in respect of the relevant claim (x) have been commenced (in the case of legal proceedings by being both issued and served) and (y) are being and continue to be pursued with reasonable diligence. 8.6.5 If any claim is instituted by a third party (including any Governmental Authority) against any Indemnified Party (a “Third Party Claim”), the Indemnified Party shall promptly, but in no event more than fifteen (15) days following such Indemnified Party’s receipt of such a Third Party Claim, send a claim notice to the Indemnifying Party. 8.6.6 The Indemnifying Party shall have the right, at its own expense expense, to participate in or assume control of the negotiation, settlement or defense of a Third Party Claim by advising the Indemnified Party of its election within thirty (30) days of the date it receives notice of the Third Party Claim from the Indemnified Party. If the Indemnifying Party elects to participate in or assume control of such negotiation, settlement or defense, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control the negotiation, settlement or defense of such Third Party Claim, and the Indemnified Party shall have the right to participate in the negotiation, settlement or defense thereofof such Third Party Claim and to retain counsel to act on its behalf; provided, however, that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party has requested the Indemnified Party to participate in such negotiation, settlement or defense, (ii) in the reasonable opinion of counsel to the Indemnified Party, there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (iii) in the reasonable opinion of the counsel to the Indemnifying Party, there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that would make such separate representation advisable, in any of which events the Indemnifying Party shall be responsible for reasonable fees and expenses of the Indemnified Party’s counsel. 8.6.7 The Indemnified Party shall cooperate with the Indemnifying Party so as to permit the Indemnifying Party to conduct the negotiation, settlement and defense of a Third Party Claim and for this purpose shall preserve all relevant documents in relation to such Third Party Claim, allow the Indemnifying Party access on reasonable notice to inspect and take copies of all such documents and require its personnel to provide such statements as the Indemnifying Party may reasonably require and to attend and give evidence at any trial or hearing in respect of such Third Party Claim. If the Indemnifying Member Party (i) elects not to assume compromise or defend such Third Party Claim, (or ii) fails to assumenotify the Indemnified Party in writing of its election to defend as provided in this Agreement, or (iii) elects to assume control of the negotiation, settlement or defense of the third party claim but thereafter fails to conduct such actionnegotiation, settlement or at any time fails diligently to pursue such defensedefense with reasonable diligence, then the Indemnified Party shall be entitled to assume such control and settle, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. 8.6.8 Notwithstanding any other provision of this Agreement, the defense Indemnifying Party shall not enter into settlement of such action with counsel of its own choice, at any Third Party Claim without the expense prior written consent of the Indemnifying Member. If the action is asserted against both Indemnified Party, except that the Indemnifying Member and Party shall have the right to settle a Third Party Claim if such settlement does not lead to liability or the creation of a financial or other obligation on the part of the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate provides, in customary form, for the same counsel unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim. 8.6.9 The Indemnified Party shall not settle, compromise or consent to represent both the entry of any judgment with respect to any claim for which it is seeking indemnification from the Indemnifying Member and the Indemnified Party or (b) admit to any liability with respect to such action could reasonably be expected to result in claim without the imposition prior written consent of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless , conditioned or delayed). Notwithstanding anything to the sole relief provided is monetary damages that are paid contrary in full by the this Article 8, no Indemnifying Member and (z) the Indemnifying Member Party shall have no any liability for any Losses arising out of or in connection with respect to any compromise Third Party Claim that is settled or settlement thereof effected compromised by an Indemnified Party without its the prior written consent of such Indemnifying Party (which shall not be unreasonably withheld) unless subject to the Indemnifying Member has failed to defend such Indemnified Party against such actionforegoing sentence).

Procedure for Indemnification. After Promptly after receipt by an Indemnified Party indemnified party under this Section 11.1 3 of notice of the commencement of any action (including any governmental action, or any other actual or potential Indemnity Claim), such Indemnified Party shallindemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 3, deliver to the indemnifying party a Member written notice of the commencement thereof and the indemnifying party shall have the right to assume the defense of any such claim or any litigation resulting, provided that counsel for the indemnifying party, who shall conduct the defense of such claim or litigation, shall be approved by the indemnified party (the “Indemnifying Member”whose approval shall not unreasonably be withheld), give written notice thereof to and the Indemnified Party may participate in such Indemnifying Memberdefense at its own expense. The failure to promptly notify deliver written notice to the Indemnifying Member 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 3, but the omission so to deliver written notice to the indemnifying party will not relieve such Indemnifying Member it of any liability that it may have to any indemnified party otherwise than under this Section 3. 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 that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party with of a release from all liability in respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (claim or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionlitigation.

Procedure for Indemnification. After Each party indemnified under paragraph (a) or (b) of this Section 1.7 (the “Indemnified Party”) shall, promptly after receipt by an Indemnified Party under Section 11.1 of notice of any claim or the commencement of any action, or any other actual or potential Indemnity Claim, action against such Indemnified Party shall, if a claim in respect thereof is of which indemnity may be sought, notify the party required to be made against a Member provide indemnification (the “Indemnifying MemberParty”), give written notice thereof ) in writing of the claim or the commencement thereof; provided that the failure of the Indemnified Party to such Indemnifying Member. The failure to promptly notify the Indemnifying Member Party shall not relieve such the Indemnifying Member of Party from any liability that it may have to any an Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in on account of the indemnity obligations agreement contained in paragraph (a) or (b) of this Section 1.7, unless the Indemnifying MemberParty was materially prejudiced by that failure, and in no event shall relieve the Indemnifying Member Party from any other liability it may have to that Indemnified Party. If any claim or action shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to Party, it shall notify the Indemnifying Member of the commencement thereof, Party thereof and the Indemnifying Member Party shall be entitled to participate therein therein, and, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partythe Indemnified Party. If After notice from the Indemnifying Member elects Party to the Indemnified Party of its election to assume the defense of such any claim or action, the Indemnifying Party shall not be liable (except to the extent the proviso to this sentence is applicable, in which event it will be so liable) to the Indemnified Party under this Section 1.7 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 that each Indemnified Party shall have the right to employ separate counsel at to represent it and assume its own expense defense (in which case, the Indemnifying Party shall not represent it) if (i) upon the advice of counsel, the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) in the event the Indemnifying Party has not assumed the defense thereof within ten (10) days of receipt of notice of such claim or commencement of action, and in each case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party. If any Indemnified Party employs such separate counsel, it will not enter into any settlement agreement not approved by the Indemnifying Party, whose approval is not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any claim or action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the Indemnified Party. In any action hereunder as to which the Indemnifying Party has assumed the defense thereof with counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party shall continue to be entitled to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at but, except as set forth above, the expense Indemnifying Party shall not be obligated hereunder to reimburse the Indemnified Party for the costs thereof. If the indemnification provided for in this Section 1.7 shall for any reason be unavailable to an Indemnified Party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each Indemnifying Party shall, in lieu of indemnifying that Indemnified Party, contribute to the amount paid or payable by that Indemnified Party as a result of the loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the Indemnifying Member. If Party on the action is asserted against both the Indemnifying Member one hand and the Indemnified Party and (a) there is on the other with respect to the statements or omissions that resulted in the loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a conflict of interests which renders it inappropriate material fact or omission or alleged omission to state a material fact relates to information supplied specifically for the same counsel to represent both use in any registration statement, prospectus, offering circular or other similar document by the Indemnifying Member and Party on the one hand or the Indemnified Party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or (b) prevent such action could reasonably be expected statement or omission, but not by reference to result any Indemnified Party’s stock ownership in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; providedCompany. In no event, however, shall any Holder be required to contribute in excess of the amount of the net proceeds received by such Holder in connection with the sale of Registrable Securities in the offering that if there is more than one the subject of the loss, claim, damage or liability. The amount paid or payable by an Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless as a result of the number loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for purposes of indemnified parties. If the Indemnifying Member elects to assume the defense of such actionthis paragraph, (y) no compromise any legal or settlement thereof may be effected other expenses reasonably incurred by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionin connection with investigating or defending the action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of a fraudulent misrepresentation.

Procedure for Indemnification. After receipt by an Indemnified Party (a) If any person entitled to indemnification under Section 11.1 of 5.2 or 5.3 (an "Indemnified Party") shall receive notice of the commencement assertion by a person of any action, claim or of the commencement by any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member person of any liability that it may have to any Indemnified Party action (a "Claim") with respect to such action; provided that, to which the extent that any such failure Company is obligated to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such actionindemnification, the Indemnified Party shall have give the right Company prompt notice thereof; provided that the failure of any Indemnified Party to employ separate counsel give such notice shall not relieve the Company of its obligations under this Article V, except to the extent that the Company is actually prejudiced by such failure. Such notice shall describe the Claim in reasonable detail, and, if available, shall indicate the estimated amount of the Claim asserted. (b) The Company may elect to defend, compromise or settle, at its own the Company's expense and by the Company's counsel reasonably satisfactory to participate in the defense thereofIndemnified Party, any Claim. If the Indemnifying Member Company elects not to assume defend a Claim, it shall, within 30 days of its receipt of notice of such Claim (or fails to assume) sooner, if the nature of such Claim so requires), notify the related Indemnified Party of its election and such Indemnified Party shall cooperate in the defense of such actionClaim to the extent reasonably requested in writing by the Company. If the Company elects not to defend against a Claim, or at any time fails diligently to pursue such defense, the notify an Indemnified Party shall be entitled to assume of its election, such Indemnified Party may defend, compromise or settle such Claim. However, neither the Company nor an Indemnified Party, as the party controlling the defense of such action with counsel a Claim, may compromise or settle any claim or consent to the entry of its own choice, at any judgment without the expense prior written consent of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent other (which consent shall not be unreasonably withheld) unless withheld or delayed), other than a compromise, settlement or consent that includes as an unconditional term thereof the sole relief provided is monetary damages that are paid in full giving by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect claimant or plaintiff to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against of a full and final release from all liability in respect to such actionClaim.

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 (a) In case any Indemnitee shall receive notice or otherwise learn of notice the assertion of any claim or the commencement of any action, proceeding (including any governmental investigation) by any person who is not a party to this Agreement (or any other actual or potential Indemnity Affiliate of either party) with respect to which any party (an "Indemnifying Party") may be obligated to provide indemnification hereunder (a "Third Party Claim"), such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to Indemnitee shall promptly notify the Indemnifying Member Party in writing, provided that the failure of any Indemnitee to give notice as provided in this Section 10.3 shall not relieve such the related Indemnifying Member Party of any liability that it may have to any Indemnified Party with respect to such action; provided thatits obligations hereunder, except to the extent that any such Indemnifying Party is prejudiced by such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Membergive notice. (b) In case any such proceeding shall be brought against any Indemnitee, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may shall wish, to assume the defense thereof thereof, with counsel reasonably satisfactory to such indemnified party. If 58 Indemnitee and shall pay as incurred the Indemnifying Member elects to assume the defense fees and disbursements of such actioncounsel related to such proceeding. In any such proceeding, the Indemnified Party any Indemnitee shall have the right to employ separate retain its own counsel at its own expense expense. Notwithstanding the foregoing, the Indemnifying Party shall pay as incurred the fees and to participate expenses of the counsel retained by the Indemnitee in the defense thereof. If event (i) the Indemnifying Member elects not Party and the Indemnitee shall have mutually agreed to assume the retention of such counsel or (or fails to assumeii) the defense named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnitee and representation of such actionboth parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or at any time fails diligently to pursue such defense, in which case the Indemnified Indemnifying Party shall not be entitled to assume the defense of such action suit notwithstanding its obligation to bear the fees and expenses of such counsel. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) such consent or if there is be a conflict of interests which renders it inappropriate final judgment for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liabilityplaintiff, the Indemnifying Member Party agrees to indemnify the Indemnitee from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnitee shall be responsible have requested the Indemnifying Party to reimburse the Indemnitee for paying for separate fees and expenses of counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented as contemplated by common counselthis paragraph, the Indemnifying Member Party agrees that it shall not be responsible liable for paying for more than one separate firm any settlement of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof proceeding effected without its written consent to which the indemnification obligations of the Indemnifying Party hereunder are applicable if 59 (which i) such settlement is entered into more than 60 days after receipt by the Indemnifying Party of the aforesaid request for reimbursement of fees and expenses of the Indemnitee's counsel and (ii) the Indemnifying Party shall not be unreasonably withheld) unless have reimbursed the Indemnitee in accordance with such request prior to the date of such settlement. If the Indemnifying Member has failed Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnitee of its election as provided in this Section 10.3(b), such Indemnitee may defend or seek to compromise or settle such Indemnified Third Party against Claim. (c) Any claim on account of a Loss which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such actionnotice to respond thereto. If such Indemnifying Party does not respond within such 30 day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30 day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party under this Agreement or under applicable law.

Procedure for Indemnification. After (a) Promptly after receipt by a party (an "Indemnified Party under Section 11.1 Party") of notice of the commencement assertion of any action, or any other actual or potential Indemnity claim by a person not a party to this Agreement (a "Third Party Claim, ") with respect to which such Indemnified Party shallexpects to make a request for indemnification hereunder, if a claim in respect thereof is such party shall give the party who may become obligated to be made against a Member provide indemnification hereunder (the “"Indemnifying Member”), give Party") written notice thereof to describing such Indemnifying Memberclaim or fact in reasonable detail. The failure to promptly notify the Indemnifying Member shall not relieve Upon receipt of such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Membernotice, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereofmay, the Indemnifying Member shall be entitled to participate therein andat its option, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of the Indemnified Party against such actionclaim (including the employment of counsel, who shall be reasonably satisfactory to the Indemnified Party, and the payment of expenses). The Indemnified Party shall have the right to employ separate counsel at its own expense in any such action or claim and to participate in the defense thereof. If , but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Member elects not to assume Party, unless (or fails to assumei) the defense of such actionIndemnifying Party shall have failed, or at any within a reasonable time fails diligently to pursue such defense, after having been notified by the Indemnified Party shall be entitled of the existence of such claim as provided in the preceding sentence, to assume the defense of such action with counsel of its own choiceclaim, at (ii) the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense employment of such action, (y) no compromise or settlement thereof may be effected counsel has been specifically authorized in writing by the Indemnifying Member without the indemnified party’s written consent (Party, which authorization shall not be unreasonably withheld, or (iii) the named parties to any such action (including impleaded parties) include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have been advised in writing by such counsel that there may be one or more legal defenses available to the Indemnifying Party which are not available to, or the assertion of which would be adverse to the interests of, the Indemnified Party. The Indemnifying Party shall not settle or compromise any such claim without the Indemnified Party's prior written consent, unless the sole relief provided terms of such settlement or compromise release the Indemnified Party from any and all liabilities with respect to such Third Party Claim. (b) Any indemnifiable claim that is monetary damages that are paid in full not a Third Party Claim shall be asserted by written notice to the Indemnifying Member and (z) Party. If the Indemnifying Member Party does not respond to such notice within 60 days, it shall have no liability with respect further right to contest the validity of such claim. In the event that a dispute arises between the Indemnifying Party and the Indemnified Party as a result of any compromise or settlement thereof effected without its written consent (which such claim, the Indemnifying Party and the Indemnified Party shall attempt in good faith to negotiate a resolution thereof; provided, that the foregoing shall not be unreasonably withheldpreclude the assertion by the Indemnified Party of any right (whether hereunder or otherwise) unless or the seeking of any and all remedies against the Indemnifying Member has failed to defend Party for any such Indemnified Party against such actionclaim.

Procedure for Indemnification. After Promptly after receipt by an Indemnified Party indemnified party under Section 11.1 10.2 or 10.3 of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party indemnified party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”)an indemnifying party under such Section, give written notice thereof to such Indemnifying Member. The the indemnifying party of the commencement thereof, but the failure so to promptly notify the Indemnifying Member indemnifying party shall not relieve such Indemnifying Member it of any liability that it may have to any Indemnified Party with respect to such action; provided that, indemnified party except to the extent the indemnifying party demonstrates that any the defense of such failure to provide prompt notice action is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increaseprejudiced thereby. In the case of any such action shall be brought against an Indemnified Party for which the Indemnified Party has given indemnified party and it shall give written notice to the Indemnifying Member indemnifying party of the commencement thereof, the Indemnifying Member indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member indemnifying party elects to assume the defense of such action, the Indemnified Party indemnified party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member indemnifying party elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Memberindemnifying party. If the action is asserted against both the Indemnifying Member indemnifying party and the Indemnified Party indemnified party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member indemnifying party and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liabilityindemnified party, the Indemnifying Member indemnifying party shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counselindemnified party, the Indemnifying Member indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.for

Procedure for Indemnification. After Each party indemnified under subsection (a) or (b) of this Section 2.7 (the "Indemnified Party") shall, promptly after receipt by an Indemnified Party under Section 11.1 of actual notice of any claim or the commencement of any action, or any other actual or potential Indemnity Claim, action against such Indemnified Party shall, if a claim in respect thereof is of which indemnity may be sought notify the party required to be made against a Member provide indemnification (the “"Indemnifying Member”)Party") in writing of the claim or the commencement thereof, give written notice thereof provided that the failure of the Indemnified Party to such Indemnifying Member. The failure to promptly notify the Indemnifying Member Party shall not relieve such the Indemnifying Member of Party from any liability that which it may have to any an Indemnified Party with respect on account of the indemnity agreement contained in subsection (a) or (b) of this Section 2.7, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall relieve the Indemnifying Party from any other liability which it may have to such action; provided that, to the extent that Indemnified Party. If any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member claim or action shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to Party, it shall notify the Indemnifying Member of the commencement thereof, Party thereof and the Indemnifying Member Party shall be entitled to participate therein therein, and, to the extent that it may wishwishes, jointly with any other similarly notified Indemnifying Party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partythe Indemnified Party. If After notice from the Indemnifying Member elects Party to the Indemnified Party of its election to assume the defense of such claim or action, the Indemnifying Party shall not be liable (except to the extent the proviso to this sentence is applicable, in which event it will be so liable) to the Indemnified Party under this Section 2.7 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 that each Indemnified Party shall have the right to employ separate counsel at to represent it and assume its own expense defense (in which case, the Indemnifying Party shall not represent it) if (i) upon the advice of counsel, the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) in the event the Indemnifying Party has not assumed the defense thereof within 10 days of receipt of notice of such claim or commencement of action, and in which case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party. The Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one firm for all such Indemnified Parties, unless conflicting interests of the Indemnified Parties make the retention of one firm on behalf of all of them unreasonable. If any Indemnified Party employs such separate counsel it will not enter into any settlement agreement which is not approved by the Indemnifying Party, such approval not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any such claim or action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld. In any action hereunder as to which the Indemnifying Party has assumed the defense thereof with counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party shall continue to be entitled to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action thereof with counsel of its own choice, at the expense of but, except as set forth above, the Indemnifying Member. If the action is asserted against both the Indemnifying Member and Party shall not be obligated hereunder to reimburse the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the costs thereof. Each Indemnified Party shall furnish such information regarding itself or (b) such action could the claim in question as an Indemnifying Party may reasonably be expected to result request in the imposition of criminal liability, the Indemnifying Member writing and as shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the reasonably required in connection with defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member claim and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionlitigation resulting therefrom.

Procedure for Indemnification. After Promptly after receipt by an Indemnified Party ----------------------------- indemnified party under this Section 11.1 6 of notice of the commencement of any action (including any governmental action, or any other actual or potential Indemnity Claim), such Indemnified Party shallindemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a Member (the “Indemnifying Member”), give written notice of 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 control of the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel for the indemnifying party, representation of such Indemnifying Memberindemnified 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 promptly notify deliver written notice to the Indemnifying Member indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 6 only to the extent prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve such Indemnifying Member it of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations indemnified party other than under this Section 6. The indemnification required by this Section 6 shall be made by periodic payments of the Indemnifying Member, amount thereof during the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member course of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (investigation or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of promptly as such action with counsel of its own choiceexpense, at the expense of the Indemnifying Member. If the action loss, damage or liability is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionincurred.

Procedure for Indemnification. (a) For purposes of this Article VIII, a party making a claim for indemnity hereunder is hereinafter referred to as an "INDEMNIFIED PARTY." All claims by any Indemnified Party under Article VIII hereof shall be asserted and resolved in accordance with the following provisions. If any claim or demand for which Hadid would be liable to an Indemnified Party is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall with reasonable promptness notify Hadid in writing of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party's claim for indemnification; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of Hadid are actually prejudiced and then only to such extent. After receipt by an Hadid of such notice, then upon reasonable notice from Hadid to the Indemnified Party under Section 11.1 of notice Party, or upon the request of the commencement Indemnified Party, Hadid shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party's notice to Hadid as set forth above, and shall take all actions necessary, including but not limited to the posting of such bond or other security as may be required by any actionGovernmental Authority, so as to enable the claim to be defended against or any resolved without expense or other actual or potential Indemnity Claimaction by the Indemnified Party. Upon request of Hadid, such the Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, it may legally do so and to the extent that it is compensated in advance by Hadid for any costs and expenses thereby incurred: (i) take such action as Hadid may wishreasonably request in connection with such action, (ii) allow Hadid 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, and (iii) render to assume Hadid all such assistance as Hadid may reasonably request in connection with such dispute and defense. (b) Hadid shall be entitled to appoint counsel of his choice, which counsel is satisfactory to the Indemnified Party, at Hadid's expense to represent the Indemnified Party in any action for which indemnification is sought (in which case Hadid shall not thereafter be responsible for the fees and expense except as set forth below) so long as (A) the action involves only money damages and does not seek an injunction or other equitable relief that, if awarded, is reasonably likely to have an adverse effect on the Indemnified Party, (B) settlement of, or an adverse judgment with respect to the action is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interest of the Indemnified Party, and (C) Hadid conducts the defense thereof with reasonably actively and diligently. Notwithstanding Hadid's election to appoint counsel reasonably satisfactory to such indemnified party. If represent the Indemnifying Member elects to assume the defense of such Indemnified Party in an action, the Indemnified Party shall have the right to employ separate counsel at its own expense (including local counsel), and to participate in Hadid shall bear the defense thereof. If the Indemnifying Member elects not to assume reasonable fees, costs and expenses of such separate counsel if: (or fails to assumei) the defense use of counsel chose by Hadid to represent the Indemnified Party would present such actioncounsel with a conflict of interest, (ii) the actual or potential defendants in, or at targets of, any time fails diligently to pursue such defense, action include both the Indemnified Party and Hadid and the Indemnified Party shall have reasonably concluded that there may be entitled legal defense available to assume it and/or other Indemnified Parties that are different from or additional to those available to Hadid, (iii) Hadid shall not have employed counsel satisfactory to the defense Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the institution of such action with or (iv) Hadid shall authorize the Indemnified Party to employ separate counsel of its own choice, at the expense of Hadid. Without the Indemnifying Member. If the action is asserted against both the Indemnifying Member and consent of the Indemnified Party and (a) there is a conflict of interests Party, which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which , Hadid shall not settle any claim, litigation or proceeding in respect of which indemnity may be unreasonably withheld) unless sought hereunder if such settlement involves an admission of liability of wrongdoing on the Indemnifying Member has failed to defend such part of the Indemnified Party against such actionParty, or a restriction on the operation of the Indemnified Party's business in the future or could have a material adverse effect on the business reputation or tax liability of the Indemnified Party.

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of the commencement of If any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is to action will be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Investor Party for in respect of which the Indemnified Party has given written notice indemnity may be sought pursuant to the Indemnifying Member of the commencement thereofthis Settlement Agreement, the Indemnifying Member shall be entitled to participate therein andPlaintiff will promptly notify Defendant in writing, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party shall and Defendant will have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choicechoosing. Investor Parties will have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel will be at the expense of Investor Parties except to the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and extent that (a) the employment thereof has been specifically authorized by Defendant in writing, (b) Defendant has failed after a reasonable period of time to assume such defense and to employ counsel or (c) in such action there is is, in the reasonable opinion of such separate counsel, a material conflict with respect to the dispute in question on any material issue between the position of interests which renders Defendant and the position of Investor Parties such that it would be inappropriate for the same one counsel to represent both the Indemnifying Member Defendant and the Indemnified Investor Parties. Defendant will not be liable to Investor Parties under this Settlement Agreement (i) for any settlement by an Investor Party effected without Defendant’s prior written consent, which will not be unreasonably withheld or delayed; or (bii) such action could reasonably be expected to result the extent, but only to the extent that a loss, claim, damage, or liability is either attributable to Investor’s breach of any of the representations, warranties, covenants, or agreements made by Investor in this Settlement Agreement or in the imposition of criminal liability, the Indemnifying Member shall other Transaction Documents. In no event will Defendant be responsible for paying for separate counsel liable for the indemnified party; provided, however, that if there is more than one Indemnified Party reasonable fees and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying expenses for more than one separate firm of attorneys (plus local counsel as applicable) to represent all Investor Parties. Other than the indemnified parties, regardless liability of Plaintiff to Defendant for uncured material breach of the number express provisions of indemnified parties. If this Settlement Agreement, no Investor Party will have any liability to Defendant or any person asserting claims on behalf of or in right of Defendant as a result of acquiring the Indemnifying Member elects Conversion Shares pursuant to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionthis Settlement Agreement.

Procedure for Indemnification. After receipt by an Indemnified (a) Any Party under Section 11.1 of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if making a claim in respect thereof is to be made against a Member for indemnification hereunder (the an “Indemnifying MemberIndemnified Party”), give written notice thereof to such Indemnifying Member. The failure to ) shall promptly notify the indemnifying Party (an “Indemnifying Member shall not relieve such Indemnifying Member Party”) of any liability that it may have to any Indemnified Party with respect to such action; provided thatthe claim in writing, describing the claim in reasonable detail, the estimated amount thereof (to the extent known and quantifiable) , and the basis therefor; provided, that any such the failure to provide prompt notice is responsible for an increase in the indemnity obligations of shall not relieve the Indemnifying MemberParty of its indemnification obligations hereunder, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, except to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects Party is actually prejudiced by the failure to assume the defense of give such actionprompt notice. (b) If a claim for indemnification hereunder is based on a claim by a third party, the Indemnified Indemnifying Party shall have the right to employ separate counsel assume the entire control of the defense thereof, including at its own expense and expense, employment of counsel reasonably satisfactory to participate the Indemnified Party, and, in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defenseconnection therewith, the Indemnified Party shall be entitled cooperate fully with the reasonable requests of the Indemnifying Party and make available to assume the defense of such action Indemnifying Party all pertinent information under its control reasonably requested by the Indemnifying Party; provided, that the Indemnified Party may participate in any proceeding with counsel of its own choice, choice at its expense. Notwithstanding the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liabilityforegoing, the Indemnifying Member Party shall be responsible for paying for separate counsel for not have the indemnified party; provided, however, that right to assume or continue to control the defense if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys Party fails to represent defend the indemnified parties, regardless of the number of indemnified partiesproceeding in good faith. If the Indemnifying Member elects to assume Party assumes the defense of such actiona proceeding, (y) no compromise or settlement thereof of any such claim may be effected by the Indemnifying Member Party without the indemnified partyIndemnified Party’s written consent, which consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise , conditioned or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actiondelayed.

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if If a third-party claim in respect thereof is to be made against a Member Seller Indemnitee or a Buyer Indemnitee, and if such indemnitee believes that such claim could give rise to a right of indemnification, then such Seller Indemnitee or Buyer Indemnitee (the “Indemnifying Member”), an "INDEMNITEE") shall give written notice to the party obligated to provide indemnification hereunder (an "INDEMNIFYING PARTY") of such claim as soon as reasonably practicable after such Indemnitee has received notice thereof to such Indemnifying Member. The (provided that failure to promptly notify give timely notice shall not limit the indemnification obligations of the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, hereunder except to the extent that any such the delay in giving, or failure to provide prompt give, such notice is responsible for an increase in has a material adverse effect upon the indemnity obligations ability of the Indemnifying MemberParty to defend against the claim). The Indemnifying Party shall defend such claim, at the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to Party's own expense and with counsel selected by the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel Party and reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such actionIndemnitee, the Indemnified Party provided that an Indemnitee shall at all times also have the right to employ separate counsel fully participate in the defense at its own expense (and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of may retain its own choice, counsel at the expense of the Indemnifying Member. If the action is asserted against both Party if it shall determine that representation of it and the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for by the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified partieswould present a conflict). If the Indemnifying Member elects Party shall fail to assume defend such claim within 10 days after notice thereof shall have been given by an Indemnitee to the Indemnifying Party or if the Indemnifying Party shall not diligently pursue such a defense, such Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim on behalf, for the account, and at the risk and expense (including without limitation the payment of the reasonable attorneys' fees of such Indemnitee regardless of whether the Indemnitee prevails against the third party claim) of the Indemnifying Party. If the Indemnifying Party assumes the defense of such actionclaim, (y) no compromise the obligation of the Indemnifying Party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim. The Indemnifying Party shall not consent to the entry of any judgment or settle or compromise any third-party demands, claims, actions, suits or proceedings for which an Indemnitee has sought indemnification from the Indemnifying Party unless it shall have given such Indemnitee not less than 15 days prior written notice of the proposed consent, settlement or compromise, and afforded such Indemnitee an opportunity to consult with the Indemnifying Party regarding the proposed consent, settlement or compromise, and shall not consent to the entry of any judgment or enter into any settlement or compromise without the approval of such Indemnitee. An Indemnitee shall not unreasonably withhold or delay its approval of a proposed consent, settlement or compromise. In determining whether to give its approval, an Indemnitee may consider whether the proposed consent, settlement or compromise includes as an unconditional term thereof may be effected the giving by the claimant to such Indemnitee of a release from all liability in respect of such claim except the liability satisfied by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionParty.

Procedure for Indemnification. After Each party indemnified under paragraph (a) or (b) of this Section 1.7 (the “Indemnified Party”) shall, promptly after receipt by an Indemnified Party under Section 11.1 of notice of any claim or the commencement of any action, or any other actual or potential Indemnity Claim, action against such Indemnified Party shall, if a claim in respect thereof is of which indemnity may be sought, notify the party required to be made against a Member provide indemnification (the “Indemnifying MemberParty”)) in writing of the claim or the commencement thereof; provided, give written notice thereof that the failure of the Indemnified Party to such Indemnifying Member. The failure to promptly notify the Indemnifying Member Party shall not relieve such the Indemnifying Member of Party from any liability that it may have to any an Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in on account of the indemnity obligations agreement contained in paragraph (a) or (b) of this Section 1.7, unless the Indemnifying MemberParty was materially prejudiced by that failure, and in no event shall relieve the Indemnifying Member Party from any other liability it may have to that Indemnified Party. If any claim or action shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to Party, it shall notify the Indemnifying Member of the commencement thereof, Party thereof and the Indemnifying Member Party shall be entitled to participate therein therein, and, to the extent that it may wishwishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partythe Indemnified Party. If After notice from the Indemnifying Member elects Party to the Indemnified Party of its election to assume the defense of such any claim or action, the Indemnifying Party shall not be liable (except to the extent the proviso to this sentence is applicable, in which event it will be so liable) to the Indemnified Party under this Section 1.7 for any legal or other fees, costs or expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, that each Indemnified Party shall have the right to employ separate counsel at to represent it and assume its own expense defense (in which case, the Indemnifying Party shall not represent it) if (i) upon the advice of counsel, the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) in the event the Indemnifying Party has not assumed the defense thereof within ten (10) days of receipt of notice of such claim or commencement of action, and in each case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party. If any Indemnified Party employs such separate counsel, it will not enter into any settlement agreement not approved by the Indemnifying Party, whose approval is not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any claim or action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the Indemnified Party. In any action hereunder as to which the Indemnifying Party has assumed the defense thereof with counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party shall continue to be entitled to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at but, except as set forth above, the expense Indemnifying Party shall not be obligated hereunder to reimburse the Indemnified Party for the costs thereof. If the indemnification provided for in this Section 1.7 shall for any reason be unavailable to an Indemnified Party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each Indemnifying Party shall, in lieu of indemnifying that Indemnified Party, contribute to the amount paid or payable by that Indemnified Party as a result of the loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative fault of the Indemnifying Member. If Party on the action is asserted against both the Indemnifying Member one hand and the Indemnified Party and (a) there is on the other with respect to the statements or omissions that resulted in the loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a conflict of interests which renders it inappropriate material fact or omission or alleged omission to state a material fact relates to information supplied specifically for the same counsel to represent both inclusion in any registration statement, prospectus, offering circular or other similar document by the Indemnifying Member and Party on the one hand or the Indemnified Party on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or (b) prevent such action could reasonably be expected statement or omission, but not by reference to result any Indemnified Party’s stock ownership in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; providedCompany. In no event, however, shall the Investor be required to contribute in excess of the amount of the net proceeds received by the Investor in connection with the sale of Registrable Securities in the offering that if there is more than one the subject of the loss, claim, damage or liability. The amount paid or payable by an Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless as a result of the number loss, claim, damage or liability, or action in respect thereof, referred to above in this paragraph shall be deemed to include, for purposes of indemnified parties. If the Indemnifying Member elects to assume the defense of such actionthis paragraph, (y) no compromise any legal or settlement thereof may be effected other expenses reasonably incurred by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionin connection with investigating or defending the action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of a fraudulent misrepresentation.

Procedure for Indemnification. After Except as otherwise provided to the contrary in 41 42 Section 5.12(h) or the Escrow Agreement, if a claim for Damages is to be made by a Person entitled to indemnification under this Article VIII (an "Indemnified Party") or promptly after receipt by an Indemnified Party under Section 11.1 of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Proceeding by a third party in respect of which the Indemnified Party shallwill seek indemnification hereunder, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to Indemnified Party shall promptly notify the other party hereto that is obligated to provide such indemnification (an "Indemnifying Member Party") thereof of the facts and circumstances giving rise to such claim; provided, however, that the failure to so notify an Indemnifying Party shall not relieve such the Indemnifying Member Party of any liability that it may have to any Indemnified Party with respect to such action; provided that, its obligations hereunder except to the extent that any (and only to the extent that) such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice have caused actual prejudice to the Indemnifying Member of the commencement thereof, the Party. The Indemnifying Member Party shall be entitled to participate therein and, to in the extent that it may wish, defense of such claim and shall also be entitled to assume the control at its own cost of such defense thereof with counsel reasonably satisfactory to such indemnified partyIndemnified Party upon giving the Indemnified Party notice within sixty days after notification from the Indemnified Party of such claim; in each case with prejudice to the right of the Indemnifying Party to thereafter contest its obligation to provide indemnification hereunder; provided, however, that: (a) the Indemnified Party shall be entitled to participate in (but not control) the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; and (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim, which approval will not to be unreasonably withheld or delayed. Notwithstanding the foregoing provisions, Sabratek or LWI shall be entitled to control the defense of any claim with respect to which it intends to seek indemnification, provided that (i) Sabratek determines in good faith that the Cap (as defined in Section 8.3) would be exceeded if such claim were adversely determined against Sabratek or LWI, and (ii) Sabratek or LWI, as the case may be, employs counsel reasonably satisfactory to Ralin. Except as otherwise provided to the contrary in Section 5.12(h) or the Escrow Agreement, after written notice by the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of any claim as provided herein, the Indemnifying Party shall not be liable to such Indemnified Party hereunder for any legal expenses or other costs and expenses subsequently incurred by such Indemnified Party in connection with the defense thereof unless there is an actual conflict of interest that cannot be reasonably waived and that requires the parties to retain separate legal counsel under applicable rules of professional conduct for such counsel. If the Indemnifying Member elects to Party does not assume control of the defense of such actionclaim as provided herein or diligently conduct such defenses if assumed, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate defend such claim in a reasonable manner, including settling such claim with the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of such action, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense prior written consent of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests Party, which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise withheld or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actiondelayed.

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member following procedure shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party apply with respect to such action; provided that, any claims or proceedings covered by the foregoing agreements to indemnify and hold harmless: (a) The party who is seeking indemnification (the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member "Claimant") shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given give written notice to the Indemnifying Member party from whom indemnification is sought (the "Indemnitor") promptly, but in no event greater than ten (10) business days, after the Claimant learns of the commencement thereofclaim or proceeding; provided that the failure to give such notice shall not relieve the Indemnitor of its obligations hereunder if the Claimant uses its best efforts to mitigate Claimant's damages, the Indemnifying Member shall be entitled to participate therein and, except to the extent it is actually damaged thereby. Notwithstanding anything to the contrary contained herein, in the event that it may wish, a Claimant gives notice to assume the defense thereof with counsel reasonably satisfactory to Indemnitor within such indemnified party. If the Indemnifying Member elects to assume the defense of such actionten (10) business day time period set forth above, the Indemnified Party Claimant shall have no obligation to mitigate Claimant's damages under this paragraph 11.4 (a). (b) With respect to any third-party claims or proceedings as to which the Claimant is entitled to indemnification, the Indemnitor shall have the right to select and employ separate counsel of its own choosing to defend against any such claim or proceeding, to assume control of the defense of such claim or proceeding, and to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided, however that the Claimant may employ counsel, of its own choosing, at its own expense sole expense. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. The Claimant may elect to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense of any such actionthird party claim, or at any time fails diligently to pursue such defense, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choiceand may, at its sole expense, retain separate counsel in connection therewith. Subject to the expense foregoing the Claimant shall not settle or compromise any such third party claim without the prior consent of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests Indemnitor, which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.

Procedure for Indemnification. After receipt by an Each party entitled to indemnification under paragraph (a) or (b) of this Section 7 (the "Indemnified Party") shall, promptly after such Indemnified Party under Section 11.1 has knowledge of notice of any claim or the commencement of any action, or any other actual or potential Indemnity Claim, action against such Indemnified Party shall, if a claim in respect thereof is of which indemnity may be sought, notify the party required to be made against a Member provide indemnification (the “"Indemnifying Member”), give written notice thereof Party") in writing of the claim or the commencement thereof; provided that the failure of the Indemnified Party to such Indemnifying Member. The failure to promptly notify the Indemnifying Member Party shall not relieve such the Indemnifying Member of Party from any liability that which it may have to any an Indemnified Party with respect pursuant to the provisions of this Section 7, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall such failure relieve the Indemnifying Party from any other liability which it may have to such action; provided that, to the extent that Indemnified Party. If any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member claim or action shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to Party, it shall notify the Indemnifying Member of the commencement thereof, Party thereof and the Indemnifying Member Party shall be entitled to participate therein therein, and, to the extent that it may wishwishes, jointly with any other similarly notified Indemnifying Party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified partythe Indemnified Party. If After notice from the Indemnifying Member elects Party to the Indemnified Party of its election to assume the defense of such claim or action, the Indemnifying Party shall not be liable (except to the extent the proviso to this sentence is applicable, in which event it will be so liable) to the Indemnified Party under this Section 7 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation prior to assumption; provided that each Indemnified Party shall have the right to employ separate counsel at to represent it and assume its own expense and defense (in which case, counsel to participate in the defense thereof. If the Indemnifying Member elects Party shall not to assume represent it) if (or fails to assumei) upon the defense written advice of such action, or at any time fails diligently to pursue such defensecounsel, the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case, if such Indemnified Party shall be entitled notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party will not have the right to assume the defense of such claim or action with counsel on behalf of its own choicesuch Indemnified Party), at or (ii) in the expense of event the Indemnifying Member. If Party has not assumed the action is asserted against both defense thereof within thirty (30) days of receipt of notice of such claim or commencement of action, in which case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result and, in the imposition of criminal liabilityevent the Holders are an Indemnified Party, the Indemnifying Member shall be responsible Party shall, in such event, pay for paying for one separate counsel for the indemnified party; provided, however, that if there is more than one Holders). If any Indemnified Party and employs such separate counsel it will not enter into any settlement agreement which is practical for all not approved by the Indemnifying Party, such parties approval not to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified partiesunreasonably withheld or delayed. If the Indemnifying Member elects to assume Party so assumes the defense of thereof (and by so assuming shall be solely responsible for liabilities relating to such claim or action, (y) no compromise and shall release the Indemnified Party from such liabilities to the extent permitted by law, except to the extent the Indemnified Party is not entitled to be indemnified pursuant to this Section 7), it may not agree to any settlement of any such claim or settlement thereof may be effected by action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Member Party shall be responsible hereunder, shall be applied to or against the Indemnified Party, without the indemnified party’s prior written consent (of the Indemnified Party which shall not be unreasonably withheld) unless withheld or delayed. No Indemnifying Party will consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the sole relief provided is monetary damages that are paid in full giving by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect claimant or plaintiff to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.of a release from all liability in

Procedure for Indemnification. After The party seeking indemnification under this paragraph ("Indemnitee") shall give the party from whom it seeks indemnification ("Indemnitor") prompt notice, as provided herein, of the assertion of such a claim provided, however, that the failure to give notice of a claim within a reasonable time shall only relieve the Indemnitor of liability to the extent it is materially prejudiced thereby. Promptly after receipt of written notice, as provided herein, of a claim by an Indemnified Party under Section 11.1 a person or entity not a party to this Agreement, the Indemnitor shall assume the defense of such claim; provided, however, that: Chancellor/ARS Local Marketing Agreement Page 30 ------------------------- (a) If the Indemnitor fails, within a reasonable time after receipt of notice of the commencement of any action, or any other actual or potential Indemnity Claim, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wishclaim, to assume the defense thereof with counsel reasonably satisfactory thereof, the Indemnitee shall have the right to undertake the defense, compromise, and settlement of such indemnified party. If claim on behalf of and for the Indemnifying Member elects account and risk of Indemnitor, subject to the right of the Indemnitor (upon notifying the Indemnitee of its election to do so) to assume the defense of such actionclaim at any time prior to the settlement, compromise, judgment, or other final determination thereof; (b) If in the reasonable judgment of the Indemnitee, based upon the advise of its counsel, a direct or indirect conflict of interest exists between the Indemnitee and Indemnitor, the Indemnified Party Indemnitee shall (upon notifying the Indemnitor of its election to do so) have the right to employ separate counsel at its own expense undertake the defense, compromise, and to participate in the defense thereof. If the Indemnifying Member elects not to assume (or fails to assume) the defense settlement of such action, or at any time fails diligently to pursue such defense, claim on behalf of and for the Indemnified Party account and risk of Indemnitor (it being understood and agreed that the Indemnitor shall not be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. If the Indemnifying Member elects to assume the defense of such action, (y) no compromise or settlement thereof may be effected by the Indemnifying Member without the indemnified party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such action.claim);

Procedure for Indemnification. After receipt by an (a) A Parent Indemnified Party Person shall promptly notify the Securityholders’ Representative of any claim, demand, action or proceeding for which indemnification or being held harmless may be sought under Section 11.1 11.2, and, if such claim, demand, action or proceeding by or on behalf of any Person other than a party to this Agreement or its successors or assigns would result in Damages (a “Third Party Claim”). Any omission so to notify the Securityholders’ Representative as aforesaid shall not relieve any party from any liability they may have to any Parent Indemnified Person to the extent that such party is not prejudiced as a result of such failure. (b) If the Parent gives notice to the Securityholders’ Representative of the commencement of any action, or any other actual or potential Indemnity such Third Party Claim, such Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, to the extent that any such failure to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, the Indemnifying Member shall not be responsible for any such increase. In the case of any such action brought against an Indemnified Party for which the Indemnified Party has given written notice to the Indemnifying Member of the commencement thereof, the Indemnifying Member shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, the Indemnified Party Securityholders’ Representative shall have the right to employ separate counsel right, at its own sole expense and to participate in the defense thereofof such Third Party Claim. If Notwithstanding the Indemnifying Member elects not foregoing, the Parent Indemnified Persons shall have the right in all respects to control the defense with respect to such Third Party Claim; provided, however, except as set forth below, the Securityholders’ Representative, at its sole cost and expense, may assume (or fails to assume) and manage the defense of such actionThird Party Claim, or at any time fails diligently with counsel reasonably acceptable to pursue the Parent, if such defenseThird Party Claim seeks only monetary damages and the potential aggregate Damages arising from such Third Party Claim, when taken together with all other outstanding claims for indemnification by the Parent Indemnified Persons, would not reasonably be expected to exceed the amount of Escrow Fund then held in the Escrow Fund (“Permissible Third Party Claim”). Without limiting the generality of the foregoing, in no event shall be entitled the Securityholders’ Representative have the right to assume or manage the defense of any Third Party Claim (i) or matter that involves or is related to Taxes, (ii) to which the Securityholders’ Representative or any Securityholder is also a party to such action with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member Third Party Claim and the Parent determines in good faith that joint representation would be inappropriate, (iii) if the potential aggregate Damages arising from such Third Party Claim, when taken together with all other outstanding claims for indemnification by the Parent Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action Persons, could reasonably be expected to result in exceed the imposition amount of criminal liabilityEscrow Fund then held by the Escrow Agent, (iv) if the Indemnifying Member shall be responsible for paying for separate counsel for Third Party Claim seeks relief other than monetary damages, (v) if the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless subject matter of the number Third Party Claim relates to the ongoing business of indemnified partiesthe Surviving Corporation, any of its Subsidiaries, or any of the Parent Indemnified Persons and, if decided against the Surviving Corporation, any of its Subsidiaries or any of the Parent Indemnified Persons, would adversely affect the ongoing business or reputation of the Surviving Corporation, any of its Subsidiaries or any of the Parent Indemnified Persons, or (vi) if the Securityholders’ Representative does not or is not diligently defending against such Third Party Claim. If the Indemnifying Member elects to assume Securityholders’ Representative assumes the defense of a Permissible Third Party Claim (i) it will be conclusively established for purposes of this Agreement that the claims made in such action, Permissible Third Party Claim are within the scope of and subject to indemnification; (yii) no compromise or settlement thereof of such claims may be effected by the Indemnifying Member Securityholders’ Representative without the indemnified partyParent’s written consent, which consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Member withheld or delayed; and (ziii) the Indemnifying Member shall Parent Indemnified Persons will have no liability with respect to any compromise or settlement thereof of such claims effected without its written consent, such consent (which shall not to be unreasonably withheldwithheld or delayed. If notice is given to the Securityholders’ Representative of the commencement of any Permissible Third Party Claim and the Securityholders’ Representative does not, within twenty (20) unless days (or, if earlier, by the Indemnifying Member tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting the claim) after the Parent Indemnified Person’s notice is given, give notice to the Parent of its election to assume the defense of such Third Party Claim, the Securityholders and the Securityholders’ Representative will be bound by any determination made in such Third Party Claim or any compromise or settlement effected by the Parent Indemnified Persons. In the event that the Securityholders’ Representative assumes and manages any Permissible Third Party Claim, the Parent Indemnified Persons shall have the right to participate in the defense thereof at its sole cost and expense, using counsel reasonably satisfactory to it and, if the Securityholders’ Representative does not diligently conduct the defense of such Third Party Claim, the Parent Indemnified Persons shall, upon written notice to the Securityholders’ Representative, have the right to assume control thereof. (c) A claim for indemnification or to be held harmless shall specify the amount, or good faith estimate thereof, and nature of such claimed Damages and include the request of the Parent Indemnified Persons for indemnification of such amount. Upon receipt by the Securityholders’ Representative of such written notice, the Securityholders’ Representative shall have twenty (20) days (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting the claim) to review such notice and state whether he has failed any objections to defend the matters stated therein. If the Securityholders’ Representative has not objected in writing to any claim or claims made in such notice within twenty (20) days (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting the claim) of receipt of such notice, the amount of such Damages shall thereupon become payable to such Parent Indemnified Persons from the Escrow Fund. (d) In connection with any such Third Party against such actionClaim, the Securityholders’ Representative and the Parent Indemnified Persons shall, and shall cause their respective Affiliates to, cooperate with each other and provide each other with reasonable access to relevant books and records in their possession.

Procedure for Indemnification. After receipt by an Indemnified Party under Section 11.1 of notice of the commencement of any action, (a) If D&D or any other actual of its Affiliates or potential Indemnity ClaimDUSA or any of its Affiliates (in each case an “Indemnified Party”) receives any written claim which it believes is the subject of indemnity hereunder by DUSA or D&D, such as the case may be, (in each case as “Indemnifying Party”), the Indemnified Party shall, if a claim in respect thereof is to be made against a Member (the “Indemnifying Member”), [C.I.] give written notice thereof to such Indemnifying Member. The failure to promptly notify the Indemnifying Member shall not relieve Party, including full particulars of such Indemnifying Member of any liability that it may have to any Indemnified Party with respect to such action; provided that, claim to the extent known to the Indemnified Party; provided, that any such failure the [C.I.] to provide prompt notice is responsible for an increase in the indemnity obligations of the Indemnifying Member, Party as contemplated hereby [C.I.] the Indemnifying Member shall not be responsible for Party from any such increase. In the case of any such action brought against an Indemnified Party for which liability to the Indemnified Party has given written notice [C.I.] to the Indemnifying Member Party. The Indemnifying Note: Certain portions of this document have been marked “[c.i.]” to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and filed separately with the commencement thereofSecurities and Exchange Commission. Party shall have the right, the Indemnifying Member shall be entitled to participate therein and, [C.I.] to the extent that it may wishIndemnified Party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. If the Indemnifying Member elects to assume the defense of such action, claim with counsel [C.I.] the Indemnified Party shall have Party, and [C.I.] the right to employ separate counsel at its own expense and to participate in the defense thereofIndemnifying Party. If the Indemnifying Member elects Party does not to so assume (or fails to assume) the defense of such actionclaim or, or at any time fails having done so, does not diligently to pursue such defense, the Indemnified Party shall be entitled to may assume the defense of such action defense, with counsel of its own choice, at the expense of the Indemnifying Member. If the action is asserted against both the Indemnifying Member and the Indemnified Party and (a) there is a conflict of interests which renders it inappropriate for the same counsel to represent both the Indemnifying Member and the Indemnified Party or (b) such action could reasonably be expected to result in the imposition of criminal liability, the Indemnifying Member shall be responsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one Indemnified Party and it is practical for all such parties to be represented by common counsel, the Indemnifying Member shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties[C.I.]. If the Indemnifying Member elects to assume Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, [C.I.] shall be [C.I.] (b) The Party not assuming the defense of any such actionclaim shall render all reasonable assistance to the Party assuming such defense at its request, [C.I.] of such assistance shall be [C.I.] (yc) no compromise or settlement thereof may No such claims shall be effected settled other than by the Indemnifying Member without Party defending the indemnified party’s written same, and [C.I.] provided, that the Indemnified Party shall have no obligation to consent (to any settlement of any such claim which shall imposes on the Indemnified Party any liability or obligation which cannot be unreasonably withheld) unless the sole relief provided is monetary damages that are paid assumed and performed in full by the Indemnifying Member and (z) the Indemnifying Member shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld) unless the Indemnifying Member has failed to defend such Indemnified Party against such actionParty.