Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 of this Agreement (the “Indemnified Party”) shall give written notice to you of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failure. (b) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, you shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 of this Agreement (the “"Indemnified Party”") shall give written notice to you of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “"Claim”"), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failure. (b) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, you shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 If a claim or demand is made against an Indemnified Party, or an Indemnified Party shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (the “Indemnified Party”or an Affiliate thereof) shall give written notice as to you of any Loss in respect of which you have a duty an Indemnifying Party may be obligated to indemnify such Indemnified Party under Section 8 of provide indemnification pursuant to this Agreement (a “"Third Party Claim”"), specifying such Indemnified Party will notify the Indemnifying Party in writing, and in reasonable detail the nature detail, of the Loss for which Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification is sought, provided hereunder except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are extent the Indemnifying Party shall have been actually prejudiced by reason as a result of such delay failure. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, promptly after the Indemnified Party's receipt thereof, copies of all material notices and documents (including court papers) received or failuretransmitted by the Indemnified Party's relating to the Third Party Claim. (b) If a Third Party Claim results from any action, suit or proceeding brought or asserted is made against an Indemnified Party, you shall the Indemnifying Party will be entitled to participate in or to assume the defense thereofthereof (in either case, including at the employment expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party and so elect to assume the payment defense of all fees and expenses. The a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if in the Indemnified Party's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnified Party will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnified Party and in such action, suit or proceeding and participate in such defense thereof, but that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnified Parties similarly situated) shall be at paid by such Indemnifying Party. If the expense Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not will have the right to assume participate in the defense of thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such action, suit or proceeding on behalf of such Indemnified Party)defense. It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances The Indemnifying Party will be liable for the reasonable fees and expenses of only one separate firm counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of attorneys any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnified Party copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnified Party fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnified Party on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the Parties will cooperate in addition the defense thereof (such cooperation to any local counsel) be at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselvesthe expense, including reasonable legal fees and expenses, of the Indemnifying Party), which firm cooperation shall be designated include the retention in writing by accordance with this Agreement and (upon the Representatives Indemnifying Party's request) the provision to the Indemnifying Party of the offering records and that all information which are reasonably relevant to such fees Third Party Claim, and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement making employees available on a mutually convenient basis to provide additional information and explanation of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentmaterial provided hereunder. (c) With respect No Indemnifying Party will consent to any Claim not within Paragraph settlement, compromise or discharge (bincluding the consent to entry of any judgment) of Section 9 hereof, you shall have 20 days from receipt of notice from any Third Party Claim without the Indemnified Party's prior written consent (which consent will not be unreasonably withheld); provided, however, that if the Indemnifying Party assumes the defense of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such any Third Party Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free will agree to pursue any settlement, compromise or discharge of such remedies as Third Party Claim which the Indemnifying Party may be available recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Damages in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnified Party and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnified Party may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other non-monetary relief affecting the Indemnified Party or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnified Party, would otherwise materially adversely affect the Indemnified Party or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Damages which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnified Party to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnified Party to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnified Party under applicable lawthis Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) An indemnified person In order for an Indemnitee to be entitled to any indemnification provided for under Section 8 of this Separation Agreement (the “Indemnified Party”) shall give written notice to you of any Loss in respect of, arising out of which you have or involving a duty to indemnify claim made by any person who is not an Indemnitee against such Indemnified Party under Section 8 of this Agreement Indemnitee (a “Third Party Claim”), specifying such Indemnitee must notify the party who may become obligated to provide indemnification hereunder (the “Indemnifying Party”) in writing, and in reasonable detail the nature detail, of the Loss for which Third Party Claim reasonably promptly, and in any event within 10 Business Days after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification is sought, provided hereunder except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are extent the Indemnifying Party shall have been actually and materially prejudiced by reason in its ability to successfully defend the matter giving rise to such claim as a result of such delay or failure. After any required notification (if applicable), the Indemnitee shall deliver to the Indemnifying Party, promptly after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim results from any action, suit or proceeding brought or asserted is made against an Indemnified PartyIndemnitee, you shall the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereofthereof (at the expense of the Indemnifying Party), including with counsel selected by the employment of counsel Indemnifying Party and reasonably satisfactory to the Indemnified Indemnitee. Should the Indemnifying Party and so elect to assume the payment defense of all fees and expensesa Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. The Indemnified If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to employ separate counsel participate, at its own expense, in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense thereof solely to assert any additional defenses and to employ counsel, at its own expense, except as set forth below, separate from the counsel or (iii) employed by the named parties to any such actionIndemnifying Party, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified it being understood that the Indemnifying Party shall have been advised by its counsel that representation of control such Indemnified defense. The Indemnifying Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing counsel employed by the Representatives Indemnitee for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnitee shall have failed to give notice of the offering Third Party Claim as provided above). Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement the fees and expenses of any counsel incurred by the Indemnitee in defending such actionThird Party Claim, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment except for the plaintiff in reasonable fees and expenses of counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such actionequitable or other relief portion of the Third Party Claim can be so separated from that for money damages, suit or proceeding, you agree the Indemnifying Party shall be entitled to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentassume the defense of the portion relating to money damages. (c) With The indemnification required by Section 5.01 or Section 5.02, as the case may be, shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or the Indemnifiable Loss is incurred. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim (i) all the parties hereto reasonably necessary or appropriate for such defense or prosecution shall cooperate in the defense or prosecution thereof, which cooperation shall include the retention in accordance with this Separation Agreement and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim and in such party’s control, (ii) the Indemnifying Party shall keep the Indemnitee reasonably informed of all significant developments in connection with the defense or prosecution of such Third Party Claim and (iii) the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend (after representing to the Indemnitee that such settlement is reasonably likely to be acceptable to the parties to the Third Party Claim) and which by its terms obligates the Indemnifying Party to pay the full amount of liability in connection with such Third Party Claim; provided, however, that, without the Indemnitee’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or its properties or (y) that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim; provided, further, however, that if the Indemnitee does not consent to any settlement recommended by the Indemnifying Party pursuant to subclause (iii) above (after representing to the Indemnitee that such settlement is reasonably likely to be acceptable to the parties to the Third Party Claim) then the Indemnifying Party (1) shall not in any event be obligated to indemnify the Indemnitee, or otherwise be responsible, for any amount in excess of the amount of the settlement so recommended by the Indemnifying Party and (2) shall be entitled to reimbursement of the fees and expenses of counsel incurred by the Indemnifying Party after the date on which the recommendation was made to the Indemnitee in the event the final and unappealable judgment in such Third Party Claim not within Paragraph (b) exceeds the amount of Section 9 hereof, you the settlement so recommended. If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent, not to be unreasonably withheld. If the Indemnifying Party does not or is not entitled to assume the defense of a Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate; provided, however, that the Indemnitee shall not admit any liability with respect to, or settle, compromise or discharge such Third Party Claim without the Indemnifying Party’s prior written consent, not to be unreasonably withheld. (d) In order for an Indemnitee to be entitled to any indemnification provided for under this Separation Agreement in respect of a claim that does not involve a Third Party Claim, the Indemnitee shall deliver notice of such claim (in reasonably sufficient detail to enable the Indemnifying Party to evaluate such claim) with reasonable promptness to the Indemnifying Party. The failure by any Indemnitee to give such notification shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and materially prejudiced in its ability to successfully defend the matter giving rise to such claim as a result of such failure. If the Indemnifying Party does not notify the Indemnitee within 20 days from Business Days following its receipt of such notice from that the Indemnified Indemnifying Party disputes its liability with respect to such claim under Section 5.01 or Section 5.02, as the case may be, the claim shall be conclusively deemed a liability of the Indemnifying Party under Section 5.01 or Section 5.02, as the case may be, and the Indemnifying Party shall pay the amount of such Claim within liability to the Indemnitee on demand or, in the case of any notice in which to respond theretothe 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. If you do the Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the Indemnifying Party and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not respond within resolved through negotiations, such twenty-day period, you dispute shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim resolved in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable lawaccordance with Section 7.11.

Procedures Relating to Indemnification. The obligations and liabilities of the party making the indemnity pursuant to Sections 9.02 and 9.03 (the "Indemnitor") with respect to claims made by third parties against the party or parties being indemnified pursuant to such Sections (the "Indemnitee") shall be subject to the following terms and conditions: (a) An indemnified person under Section 8 of this Agreement (the “Indemnified Party”) shall Indemnitee will give written the Indemnitor prompt notice to you of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”)claim, specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failure. (b) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, you shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party Indemnitor shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be undertake (at the expense of Indemnitor's sole cost and expense) the Indemnified Party unless defense thereof by representatives chosen by it and reasonably acceptable to the Indemnitee; (ib) you have agreed in writing to pay such fees and expensesif the Indemnitor, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to after notice of any such actionclaim, suit or proceeding (including any impleaded parties) include both fails to defend the Indemnitee against which such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel claim has been proposedasserted, the Indemnitee will (upon further notice to the Indemnitor) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnitor, subject to the right of the Indemnitor to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) claim at any time for all such Indemnified Parties not having actual prior to settlement, compromise or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment.determination thereof; (c) With respect anything in this Section 9.05 to any Claim not within Paragraph the contrary notwithstanding, (bi) if there is a reasonable probability that a claim may materially and adversely affect the Indemnitee other than as a result of Section 9 hereofmoney damages or other money payments, you the Indemnitee shall have 20 days from receipt the right, at its own cost and expense, to defend, compromise or settle such claim, and (ii) the Indemnitor shall not, without the written consent of notice from the Indemnified Party Indemnitee, settle or compromise any claim or consent to the entry of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment any judgment; and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim (d) in whole or in partconnection with all claims defended hereunder, the Indemnified Party Indemnitee shall be free give the Indemnitor prompt written notice of all material developments in connection with all claims, will promptly supply the Indemnitor with all papers, documents and evidence in the Indemnitee's possession and such other information within the Indemnitee's knowledge pertinent to pursue such remedies claims, and will produce at the appropriate place or places, at reasonable times, such witnesses under the Indemnitee's control as may reasonably be available to requested by the Indemnified Party under applicable lawIndemnitor or its representatives.

Procedures Relating to Indemnification. (a) An indemnified person Indemnitor shall at -------------------------------------- its own cost, expense, and risk: (i) defend all suits, actions, or other legal or administrative proceedings that may be brought or instituted against an Indemnitee or Indemnitees, as the case may be, on account of any matter or matters arising under or within Section 8 2 above; (ii) pay or satisfy any judgment or decree that may be recorded against an Indemnitee or Indemnitees, as the case may be, in any such suit, action, or other legal or administrative proceedings; and (iii) reimburse Indemnitee or Indemnitees, as the case may be, for the cost of, or for any payment made by any of them, with respect to any reasonable expenses incurred in connection with the Material of Environmental Concern undertaken as a result of any demands, causes of actions, lawsuits, proceedings, or any other claims threatened, made, or brought against any Indemnitee or Indemnitees, as the case may be, arising out of the obligations of Indemnitor under this Indemnity Agreement or the Borrower under the Deed of Trust. Indemnitor shall have no liability under this paragraph (a) unless the “Indemnified Party”) shall give Agent shall, after receiving actual knowledge of any suit, action or proceeding for which Indemnitees may seek indemnification under this paragraph (a), have given reasonable written notice thereof to you of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failureIndemnitor. (b) If Counsel selected by Indemnitor pursuant to Section 4(a) above shall be subject to the reasonable approval of the Indemnitee or Indemnitees, as the case may be, asserting a Claim results from claim hereunder; provided, however, that Indemnitee -------- ------- or Indemnitees, as the case may be, may elect to defend any such claim, lawsuit, action, suit legal, or administrative proceeding brought at the cost and expense of Indemnitor, if, in the reasonable judgment of the Indemnitee or asserted against an Indemnified PartyIndemnitees, you shall assume as the case may be, (i) the defense thereofis not proceeding or being conducted in a satisfactory manner, including or (ii) there is a conflict of interest between any of the employment of parties to such lawsuit, action, legal, or administrative proceeding, and in either case Indemnitor have not provided substitute counsel reasonably satisfactory to Indemnitees promptly after written request therefor by Indemnitees. (c) Notwithstanding anything in this Indemnity Agreement to the Indemnified Party contrary, Indemnitor shall not, nor shall Indemnitor allow the Borrower without the prior written consent of the Agent (which consent shall not be unreasonably withheld or delayed)to , (i) settle or compromise any action, suit, proceeding, or claim relating, directly or indirectly, to any Material of Environmental Concern or any Environmental Claim or consent to the entry of any judgment therein for which the Agent or Lenders might be wholly or partially liable that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Agent and Lenders of a written release of the payment Agent and Lenders (in form, scope and substance satisfactory to the Agent and Lenders in their reasonable judgment) from all liability in respect of all fees such action, suit, or proceeding; or (ii) settle or compromise any action, suit, proceeding, or claim relating, directly or indirectly, to any Material of Environmental Concern or any Environmental Claim in any manner that may materially and expensesadversely affect the Agent or Lenders as determined by any Lender and/or the Agent in their reasonable judgment. (d) Without limiting the rights of Indemnitor pursuant to Section 4(b) above, the Agent and Lenders shall have the right (upon written notice to Indemnitor) to join and participate in, as a party if they so elect, any legal proceedings or actions in connection with the Property involving any Environmental Claim, any Material of Environmental Concern or any Requirements of Environmental Law. The Indemnified Party In any circumstance in which this indemnity applies, the Agent and Lenders may employ their own legal counsel and consultants to prosecute or defend any claim, action, or cause of action. Indemnitor shall have the right to employ separate counsel compromise or settle the same in such actiongood faith without the necessity of showing actual liability therefor, suit with the consent of Indemnitees (which consent shall not be unreasonably withheld or proceeding delayed). Indemnitor shall reimburse the Agent and participate Lenders upon demand for all reasonable costs and expenses incurred by the Agent and Lenders, including the amount of all costs of settlements entered into in such defense thereofaccordance with the preceding sentence, but and the fees and other costs and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees its attorneys and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (consultants including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, without limitation those incurred in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees monitoring and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff participating in any such action, suit action or proceeding, you agree including costs incurred pursuant to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentSection 4(b) above. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 of this Agreement (In the “Indemnified Party”) shall give written notice to you of any Loss in respect of which you have event that either a duty to indemnify such Purchaser Indemnified Party under Section 8 or a Seller Indemnified Party desires to assert a demand, claim or circumstance that, immediately or with the lapse of this Agreement time, could give rise to a claim (a “Claim”) for indemnification pursuant to this Article X, such Person seeking indemnification (the “Indemnitee”) shall, as promptly as is reasonably practicable after becoming aware of the demand, claim or circumstance, deliver written notice (such notice, a “Claims Notice”) to the Party from whom indemnification is sought (the “Indemnitor”); provided, however, that, except as otherwise provided in Section 10.01 or Section 10.06(a), specifying a failure to give such notice shall not affect the Indemnitee’s right to indemnification hereunder except to the extent that the Indemnitor is actually prejudiced thereby. The Claims Notice shall describe the Claim in reasonable detail and shall indicate the amount (estimated, if necessary) and nature of the Loss for Damages, and the method of computation thereof, that has been or may be suffered by the Indemnitee and the provisions of this Agreement in respect of which such right of indemnification is sought, except that any delay sought or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failurearises. (b) If a Claim results Promptly after receipt from any actionthird-party by an Indemnitee of a notice of any demand, suit claim or proceeding brought circumstance that, immediately or asserted against an Indemnified Partywith the lapse of time, you could give rise to a claim or the commencement (or threatened commencement) of any Action or investigation (a “Third-Party Claim”) that may result in Damages with respect to which the Indemnitee would be entitled to indemnification pursuant to this Article X, the Indemnitee shall deliver a Claims Notice with respect thereto together with copies of any notices or other documents (including any court papers) received by the Indemnitee relating to such Third-Party Claim; provided, however, that, except as otherwise provided in Section 10.01 or Section 10.06(a), a failure to provide such notice shall not affect the Indemnitee’s right to indemnification hereunder except to the extent that the Indemnitor is actually prejudiced thereby (except that the Indemnitor shall not be liable for any expenses incurred during the period in which the Indemnitee failed to provide such notice). (c) Unless the Indemnitor is also a party to such Third-Party Claim and the Indemnitee determines in good faith after conferring with its outside counsel that joint representation would be inappropriate, and except as provided below, the Indemnitor shall be entitled to settle or assume and control the defense thereofof any Third-Party Claim at its own expense and by its own counsel. If the Indemnitor elects to settle or defend such Third-Party Claim, including it shall notify the employment Indemnitee of counsel reasonably satisfactory its intent to do so and shall promptly provide written notice of all material developments in connection with the Indemnified defense of such Third-Party Claim, and the payment Indemnitee shall cooperate in the settlement of, or defense against, such Third-Party Claim including, if appropriate, making any reasonable counterclaim against such third-party or any reasonable cross claim or third-party claim against any Person related to such Third-Party Claim. Such cooperation shall also include (i) the retention of records and information that are reasonably relevant to such Third-Party Claim, (ii) promptly supplying the Indemnitor with copies of all fees papers, documents and expensesevidence in the Indemnitee's possession or control and such other information within the Indemnitee's knowledge pertinent to such Third-Party Claims, (iii) making employees available on a mutually-convenient basis to provide additional information and explanation of any information or materials provided hereunder and producing at the appropriate place or places, at reasonable times, such witnesses under the Indemnitee's control as may reasonably be requested by the Indemnitor or its Representatives and (iv) promptly providing written notice of all material developments in connection with any such Third-Party Claims. The Indemnified Party Indemnitee shall have the right to employ employ, at its own expense, separate counsel in the defense of any such action, suit or proceeding Third-Party Claim and participate in the defense thereof (it being understood that the Indemnitor shall control such defense). The Indemnitor shall not settle or compromise any Third-Party Claim without the Indemnitee’s prior written consent (which shall not be unreasonably conditioned, withheld or delayed), unless such settlement or compromise (A) involves no payment of money by the Indemnitee, (B) includes a complete and unconditional release of the Indemnitee in respect of such Third-Party Claim, (C) does not subject the Indemnitee to any injunctive relief or other equitable remedy or any limitation on the future operation of Indemnitee’s business and (D) there is no finding or admission of any violation of Law and does not include a statement or admission of fault or culpability by or on behalf of any Indemnitee. Notwithstanding anything to the contrary in this section, the Indemnitor shall not be entitled to assume the defense thereof, but of any Third-Party Claim (and shall pay the reasonable out-of-pocket fees and expenses of outside counsel incurred by the Indemnitee in defending such counsel shall Third-Party Claim) if the Third-Party Claim is brought by any Governmental Authority or seeks an injunction or other equitable relief or any other relief other than money damages against the Indemnitee that the Indemnitee reasonably determines, after conferring with its outside counsel, cannot be at separated from any related claim for money damages. (d) If the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expensesIndemnitor, (ii) you have failed within a reasonable time after its receipt of any Claims Notice in respect of a Third-Party Claim, fails to notify the Indemnitee of its intent to settle or assume and control the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Third-Party and you by Claim, the same counsel would be inappropriate under applicable standards of professional conduct Indemnitee shall (whether or not such representation by upon further notice to the same counsel has been proposedIndemnitor) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to undertake the defense of such Third-Party Claim (without impairing or otherwise affecting its rights to obtain indemnification pursuant to this Article X), subject to the right of the Indemnitor to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) Third-Party Claim at any time for all prior to the final settlement or compromise thereof. Whether or not the Indemnitor assumes the defense of a Third-Party Claim, the Indemnitee shall not consent to the entry of any judgment or admit any liability with respect to, or settle, compromise or discharge, such Indemnified Parties not having actual or potential differing interests with you or among themselves, Third-Party Claim without the Indemnitor’s prior written consent (which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You consent shall not be liable for any settlement of any such actionunreasonably conditioned, suit withheld or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentdelayed). (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 of this Agreement Any party seeking indemnification pursuant to Article 1 or Article 2 hereof (in any case, the "indemnitee") from the other party or parties (the “Indemnified Party”) shall give "indemnifying party or parties"), upon receipt of written notice to you from any taxing authority, shall promptly provide the indemnifying party with notice of any Loss in respect such receipt including information of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail to apprise the indemnifying party of the nature of the Loss for which indemnification is soughtproposed adjustments; provided, however, that failure to provide such notice promptly shall not relieve the indemnifying party of its obligations under Article 1 or Article 2 hereof, as applicable, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, extent that you are actually prejudiced by reason of such delay or failurefailure results in actual prejudice to the indemnifying party's ability to contest the matter to which such notice relates. (b) If a Claim results from With respect to an audit by any actiontaxing authority, suit or proceeding brought or asserted against an Indemnified Partythe indemnifying party shall control all proceedings taken solely in connection with such audit (including, you shall assume the defense thereofwithout limitation, including the employment selection of and payment for counsel reasonably satisfactory acceptable to indemnitee) and, without limiting the Indemnified Party foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the payment of all fees tax claimed and expenses. The Indemnified Party shall have xxx for a refund where applicable law permits such refund suits or contest the right to employ separate counsel audit adjustments in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understoodpermissible manner; provided, however, that you shallif (i) the results of such proceedings, suit, contest, claim, hearing, compromise or proposed settlement could reasonably be expected to have a material adverse effect on the assets, business, operations or financial condition of Amscan or the Xxxxxxxxxxx Indemnitors, or their ability to treat any income or losses in connection with a particular manner for tax calculation purposes for taxable periods ending after December 18, 1996 or (ii) any one actionsuch proceeding, suit suit, contest, claim, hearing, compromise or proceeding proposed settlement or separate but substantially similar or related actionsprocedure involves taxes other than taxes subject to indemnification, suits or proceedings in the same jurisdiction arising out parties hereto shall consult and mutually agree on a reasonable good faith basis upon all aspects of the same general allegations or circumstances be liable for conduct of such matters. The indemnitee and the reasonable fees and expenses of only one separate firm of attorneys (indemnifying party shall cooperate in addition to contesting any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselvesaudit, which firm cooperation shall be designated in writing by include, without limitation, the Representatives retention and provision to the indemnifying party of the offering records and that all information which are reasonably relevant to such fees audit and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentaudit. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person Indemnitor shall at its own cost, expense, and risk: (i) defend all suits, actions, or other legal or administrative proceedings that may be brought or instituted against an Indemnitee or Indemnitees, as the case may be, on account of any matter or matters arising under Section 8 or within SECTION 2 above; (ii) pay in or satisfy any judgment or decree that may be recorded against an Indemnitee or Indemnitees, as the case may be, in any such suit, action, or other legal or administrative proceedings; (iii) reimburse Indemnitee or Indemnitees, as the case may be, for the cost of, or any payment made by any of them for, any reasonable expenses incurred in connection with Hazardous Substances undertaken as a result of any demands, causes of actions, lawsuits, proceedings, or any other claims threatened, made, or brought against any Indemnitee or Indemnitees, as the case may be, arising out of the obligations of Indemnitor under this Agreement; and (iv) reimburse Indemnitee or Indemnitees, as the case may be, for any and all expenses, including, but not limited to, all reasonable legal expenses arising out of or attributable to, the above acts or in connection with enforcing the rights of Indemnitees under this Agreement (the “Indemnified Party”) shall give written notice to you of or in monitoring and participating in any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”)action, specifying in reasonable detail the nature of the Loss for which indemnification is soughtproceeding, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder litigation, subject to the extent, if at all, that you are actually prejudiced by reason provisions of such delay or failureSECTION 5(b) below. (b) If Counsel selected by Indemnitor pursuant to SECTION 5(a) above shall be subject to the approval of the Indemnitee or Indemnitees, as the case may be, asserting a Claim results from claim hereunder; provided, however, that Indemnitee or Indemnitees, in good faith, as the case may be, may elect to defend any such claim, lawsuit, action or legal or administrative proceeding, if, in the judgment of the Indemnitee or Indemnitees, as the case may be, (i) the defense is not proceeding or being conducted in a satisfactory manner, or (ii) there is a conflict of interest between any of the parties to such lawsuit, action, suit legal, or administrative proceeding. In the event the Indemnitee or Indemnitees elect to defend any such claim, lawsuit, action or legal or administrative proceeding brought or asserted against an Indemnified Party, you shall assume the defense thereof, including the employment of counsel reasonably satisfactory pursuant to the Indemnified Party preceding sentence, Indemnitor shall be responsible for the costs and expenses of the payment legal counsel engaged by Indemnitee or Indemnitees. Notwithstanding anything in this subsection, Lender may, at any time and at its own expense, employ its own legal counsel and consultants to prosecute, negotiate, or defend any such claim, action, or cause of all fees action, and expenses. The Indemnified Party Lender shall have the right at Lender's own expense to employ separate counsel in such settle or compromise any action, suit or proceeding and participate in such defense thereofsuit, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentclaim as Lender may determine. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person Indemnitor shall at -------------------------------------- its own cost, expense, and risk: (i) defend all suits, actions, or other legal or administrative proceedings that may be brought or instituted against an Indemnitee or Indemnitees, as the case may be, on account of any matter or matters arising under or within Section 8 2 above; (ii) pay or satisfy any judgment or decree that may be recorded against an Indemnitee or Indemnitees, as the case may be, in any such suit, action, or other legal or administrative proceedings; and (iii) reimburse Indemnitee or Indemnitees, as the case may be, for the cost of, or for any payment made by any of them, with respect to any reasonable expenses incurred in connection with the matters arising under or within Section 2 above, undertaken as a result of any demands, causes of actions, lawsuits, proceedings, or any other claims threatened, made, or brought against any Indemnitee or Indemnitees, as the case may be, arising out of the obligations of Indemnitor under this Indemnity Agreement or Borrower under the Mortgage. Indemnitor shall have no liability under this paragraph (the “Indemnified Party”a) shall give unless Lender shall, after receiving actual knowledge of any suit, action or proceeding for which Indemnitees may seek indemnification under this paragraph (a), have given reasonable written notice thereof to you of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failureIndemnitor. (b) If Counsel selected by Indemnitor pursuant to Section 4(a) above shall be subject to the reasonable approval of the Indemnitee or Indemnitees, as the case may be, asserting a Claim results from claim hereunder; provided, however, that Indemnitee -------- ------- or Indemnitees, as the case may be, may elect to defend any such claim, lawsuit, action, suit legal, or administrative proceeding brought at the cost and expense of Indemnitor, if, in the reasonable judgment of the Indemnitee or asserted against an Indemnified PartyIndemnitees, you shall assume as the case may be, (i) the defense thereofis not proceeding or being conducted in a satisfactory manner, including or (ii) there is a conflict of interest between any of the employment of parties to such lawsuit, action, legal, or administrative proceeding, and in either case Indemnitor have not provided substitute counsel reasonably satisfactory to Indemnitees promptly after written request therefor by Indemnitees. (c) Notwithstanding anything in this Indemnity Agreement to the Indemnified Party contrary, Indemnitor shall not, nor shall Indemnitor allow Borrower without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) to (i) settle or compromise any action, suit, proceeding, or claim relating, directly or indirectly, to any Hazardous Substance, any Environmental Claim or any matter addressed in Section 2(d) above, or consent to the entry of any judgment therein for which Lender might be wholly or partially liable that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Lender of a written release of Lender (in form, scope and substance satisfactory to Lender in its reasonable judgment) from all liability in respect of such action, suit, or proceeding; or (ii) settle or compromise any action, suit, proceeding, or claim relating, directly or indirectly, to any Hazardous Substance, any Environmental Claim or any matter addressed in Section 2(d) above in any manner that may materially and adversely affect Lender as determined by Lender in its reasonable judgment. (d) Without limiting the payment rights of all fees Indemnitor pursuant to Section 4(b) above, Lender shall have the right (upon written notice to Indemnitor) to join and expensesparticipate in, as a party if they so elect, any legal proceedings or actions in connection with the Property involving any Environmental Claim, any Hazardous Substance, any Requirements of Environmental Laws or any matter addressed in Section 2(d) above. The Indemnified Party In any circumstance in which this indemnity applies, Lender may employ its own legal counsel and consultants to prosecute or defend any claim, action, or cause of action. Indemnitor shall have the right to employ separate counsel compromise or settle the same in such actiongood faith without the necessity of showing actual liability therefor, suit with the consent of Indemnitees (which consent shall not be unreasonably withheld or proceeding delayed). Indemnitor shall reimburse Lender upon demand for all reasonable costs and participate expenses incurred by Lender, including the amount of all costs of settlements entered into in such defense thereofaccordance with the preceding sentence, but and the fees and other costs and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees its attorneys and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (consultants including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, without limitation those incurred in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees monitoring and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff participating in any such action, suit action or proceeding, you agree including costs incurred pursuant to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentSection 4(b) above. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied by a schedule or schedules setting forth the Indemnitee's calculation of such claim. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer pursuant to Section 3(a), Buyer shall notify Sellers in writing of such claim (aa "Tax Claim") An indemnified person under Section 8 within ten (10) days of this Agreement (receipt of any notice from the “Indemnified Party”) taxing authority, or such earlier time that would allow Sellers to timely respond to such claim or demand, and shall give written notice to you of any Loss Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failure. (b) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, you shall and assume the defense thereofof any such claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such suit, action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit litigation or proceeding (including any impleaded partiesTax audit). If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) include both and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by refund suits or coxxxst the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by Tax Claim in any permissible manner. Notwithstanding the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you foregoing, Sellers shall not have the right to assume the defense of settle any such claim, suit, action, suit litigation or proceeding on behalf of such Indemnified Partywithout Buyer's prior written consent (which consent shall not be unreasonably withheld). It is understood, however, that you shall, Sellers and Buyer shall jointly control all proceedings taken in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out Tax Claim relating solely to Taxes of the same general allegations Companies or circumstances be liable the Subsidiaries for a Straddle Period. Buyer, the reasonable fees Companies and expenses of only one separate firm of attorneys (the Subsidiaries shall cooperate reasonably with Sellers in addition to contesting any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselvesTax Claim, which firm cooperation shall be designated in writing by include, without limitation, the Representatives retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be liable unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for any settlement of any such action, suit or proceeding effected a Straddle Period without your written consent, but if settled with such the other party's prior written consent or if there (which consent shall not be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentunreasonably withheld). (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person Indemnitors shall at their own cost, expense, and risk: (i) defend all suits, actions, or other legal or administrative proceedings that may be brought or instituted against an Indemnitee or Indemnitees, as the case may be, on account of any matter or matters arising under or within Section 8 2 above; (ii) pay in or satisfy any judgment or decree that may be recorded against an Indemnitee or Indemnitees, as the case may be, in any such suit, action, or other legal or administrative proceedings; (iii) reimburse Indemnitee or Indemnitees, as the case may be, for the cost of, or any payment made by any of them for, any reasonable expenses incurred in connection with Hazardous Substances undertaken as a result of any demands, causes of actions, lawsuits, proceedings, or any other claims threatened, made, or brought against any Indemnitee or Indemnitees, as the case may be, arising out of the obligations of Indemnitors under this Agreement; and (iv) reimburse Indemnitee or Indemnitees, as the case may be, for any and all expenses, including, but not limited to, all reasonable legal expenses arising out of or attributable to, the above acts or in connection with enforcing the rights of Indemnitees under this Agreement (or in monitoring and participating in any action, proceeding, or litigation, subject to the “Indemnified Party”provisions of Section 6(b) below; provided, however, that Indemnitors shall give written notice to you of any Loss in respect of which you have a duty not be required to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay Indemnitees from their own gross negligence or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failurewillful misconduct. (b) If Counsel selected by Indemnitors pursuant to Section 6(a) above shall be subject to the approval of the Indemnitee or Indemnitees, as the case may be, asserting a Claim results from claim hereunder; provided, however, that Indemnitee or Indemnitees, in good faith, as the case may be, may elect to defend any such claim, lawsuit, action, suit legal or administrative proceeding brought at the cost and expense of Indemnitors, if, in the judgment of the Indemnitee or asserted against an Indemnified PartyIndemnitees, you shall assume as the case may be, (i) the defense thereofis not proceeding or being conducted in a satisfactory manner, including or (ii) there is a conflict of interest between any of the employment parties to such lawsuit, action, legal, or administrative proceeding. Notwithstanding anything in this subsection, Lender may, at any time and at its own expense, employ its own legal counsel and consultants to prosecute, negotiate, or defend any such claim, action, or cause of counsel reasonably satisfactory to the Indemnified Party action, and the payment of all fees and expenses. The Indemnified Party Lender shall have the right to employ separate counsel in such settle or compromise any action, suit or proceeding and participate in such defense thereofsuit, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentclaim as Lender may determine. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person In order for a party to be entitled to any indemnification under Section 8 of this Agreement in respect of a claim or demand made by any third party (a “Claim”) against that party or the Company (the “Indemnified Party”) shall give written notice to you of any Loss in respect of which you have a duty to indemnify ), such Indemnified Party must notify the indemnifying party or parties of the Claim reasonably promptly after receipt of notice of the Claim, provided, however, that failure to give such notification shall not affect the indemnification provided under Section 8 of this Agreement except to the extent the indemnifying party or parties shall have been actually prejudiced as a result of such failure (a “Claim”except that the indemnifying party or parties shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). After such notice, specifying in reasonable detail the nature indemnifying party or parties shall be entitled, if it or they so elects, to take control of the Loss for which indemnification is sought, except that any delay defense and investigation of such Claim and to employ and engage attorneys of its or failure so to notify you shall only relieve you of your obligations hereunder their own choice who are reasonably satisfactory to the extentIndemnified Party to handle and defend the same, if at allthe indemnifying party’s or parties’ risk and expense; provided, that you (i) if two or more Sellers are actually prejudiced by reason the indemnifying parties for the same Claim, then such Sellers may jointly make such election or one or more of such delay Sellers may authorize another Seller that is an indemnifying party to make such election and (ii) if such Claim involves a permanent injunction or failure. (b) any customer or supplier of the Company and would be reasonably expected to have a Material Adverse Effect if successful, then no Seller shall be permitted to so take control of such defense or investigation but may, at its own cost, participate in the investigation, trial and defense of such Claim and any appeal arising therefrom. The Indemnified Party shall cooperate in all reasonable respects with the indemnifying party or parties and such attorneys in the investigation, trial and defense of such Claim and any appeal arising therefrom, provided, however, that the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of such Claim and any appeal arising therefrom. If a Claim results from any action, suit the indemnifying party or proceeding brought or asserted against an Indemnified Party, you parties shall assume the defense thereof, including the employment of with counsel reasonably satisfactory to the Indemnified Party and Party, the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit indemnifying party or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit legal expenses subsequently incurred by the Indemnified Party. The indemnifying party or proceeding effected without your written consent, but if settled with such written consent or if there parties shall be a final judgment liable for the plaintiff in any such action, suit or proceeding, you agree to indemnify fees and hold harmless any Indemnified Party from and against any loss, liability, damage or expense expenses of counsel employed by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within for any period during which the indemnifying party or parties has failed to respond thereto. If you do not respond within such twenty-day period, you shall be deemed assume the defense thereof (other than during the period prior to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify time the Indemnified Party within such twenty-day period that you reject such shall have given notice of the Claim in whole as provided above). If the indemnifying party or in partparties shall have assumed the defense of a Claim, the Indemnified Party shall be free agree to pursue any settlement, compromise or discharge of a Claim which the indemnifying party or parties may recommend and which by its terms obligates the indemnifying party or parties to pay the full amount it is obligated to pay under this Agreement in connection with such remedies as may be available to Claim, which releases the Indemnified Party completely in connection with such Claim, and which would not otherwise have a material adverse effect on the Indemnified Party. In no event may settlement of any indemnified matter hereunder be effected without the prior written consent of the indemnifying party or parties, which consent shall not be unreasonably withheld, and provided the settlement releases the indemnifying party or parties completely in connection with such Claim and would not have a material adverse effect on the indemnifying party or parties (other than the effect of its obligation to make indemnification payments). Buyer shall cause the Company to perform its obligations as an Indemnified Party under applicable lawthis Section 9.3(c).

Procedures Relating to Indemnification. In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a) An indemnified person under Section 8 a "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim within 10 Business Days after receipt by such Indemnified Person of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure. For purposes of this Agreement (Agreement, a Third-Party Claim shall include the “Indemnified Party”) shall give written notice to you commencement of any Loss in respect of which you have a duty audit or other proceeding pertaining to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failure. (b) Taxes. If a Third-Party Claim results from any action, suit or proceeding brought or asserted is made against an Indemnified PartyPerson, you shall the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof, including thereof with counsel selected by the employment of counsel Indemnifying Person and reasonably satisfactory to the Indemnified Person. Should the Indemnifying Person so elect to assume the defense of a Third-Party and Claim, the payment of all Indemnifying Person will not be liable to the Indemnified Person for legal fees and expensesexpenses subsequently incurred by the Indemnified Person in connection with the defense thereof. The If the Indemnifying Person assumes such defense, the Indemnified Party Person shall have the right to employ separate counsel in such action, suit or proceeding and participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense thereof, but defense. The Indemnifying Person shall be liable for the fees and expenses of such counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof (other than during any period in which the Indemnified Person shall be at the expense have failed to give notice of the Indemnified Third-Party unless (i) you have agreed Claim as provided above). If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense or prosecution thereof. Such cooperation shall include the retention and employ counsel or (iiiupon the Indemnifying Person's request) the named parties provision to the Indemnifying Person of Records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis in the manner specified in Section 6.4 to provide additional information and explanation of any such action, suit material provided hereunder. Whether or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party not the Indemnifying Person shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume assumed the defense of a Third-Party Claim, the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in Third-Party Claim without the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys Indemnifying Person's prior written consent (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You consent shall not be liable for any settlement of any such action, suit unreasonably withheld or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentdelayed). (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 Promptly after the receipt by any party hereto of this Agreement notice of any claim, action, suit or proceeding of any third party which is subject to indemnification by any party hereunder, such party or parties (the “"Indemnified Party”") shall give written notice of such claim (a "Notice of Claim") to you the party or parties obligated to provide such claim and the amount thereof, to the extent known. The failure of the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party's ability to seek indemnification from the Indemnifying Party. The Indemnifying Party shall be entitled to participate in the defense or settlement of such matter and the parties agree to cooperate in any Loss such defense or settlement and to give each other full access to all information relevant thereto. Except as otherwise provided in respect of which you have a duty this Agreement, the Indemnifying Party shall not be obligated to indemnify such an Indemnified Party under Section 8 hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If any Notice of this Agreement Claim relates to a claim by a person or persons (a “Claim”other than by federal, state, local or foreign tax authorities or by the Buyer or SmarTalk), specifying and the amount of such claim is acknowledged by Seller to be fully covered by the foregoing indemnity, as limited herein, the Seller may elect to defend against such claim at its expense, in reasonable detail the nature lieu of the Loss for which indemnification is sought, except that any delay Buyer or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at allSmarTalk assuming such defense; PROVIDED, that you are actually prejudiced by reason of Buyer or SmarTalk shall be entitled to participate in or monitor such delay defense at its expense and Seller will fully cooperate with Buyer or failure. (b) SmarTalk and its counsel with respect thereto. If a Claim results from the Seller or any actionother persons as provided above elect to assume such defense, suit or proceeding brought or asserted against an Indemnified Party, you they shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expensesBuyer or SmarTalk. The Indemnified Party shall have the right to employ separate counsel in such action, suit No compromise or proceeding and participate in such defense thereof, but the fees and expenses settlement of such counsel shall claim may be at effected by either party without the expense of the Indemnified Party unless other party's consent (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentunreasonably withheld). (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 Indemnitors shall at their own cost, expense, and risk (i) defend all Environmental Claims that may be brought or instituted against any Indemnitee; (ii) pay any judgment or decree that may be recorded against any Indemnitee in connection with any Environmental Claim; and (iii) reimburse Indemnitee for the cost of, or for any payment made by any of this Agreement (them, with respect to any reasonable expenses incurred in connection with the “Indemnified Party”) shall give written notice to you Hazardous Materials undertaken as a result of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature Environmental Claims against any Indemnitee arising out of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you obligations of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failureIndemnitor under this Agreement. (b) If Counsel selected by Indemnitor pursuant to Paragraph 6 (a) shall be subject to the approval of the Indemnitee asserting a claim under this Agreement; provided, however, that any Indemnitee may elect to defend any Environmental Claim results from any actionat the cost and expense of Indemnitor, suit or proceeding brought or asserted against an Indemnified Partyif, you shall assume in the judgment of the Indemnitee (i) the defense thereofis not proceeding or being conducted in a satisfactory manner, including or (ii) there is a conflict of interest between any of the employment parties to the Environmental Claim. (c) Notwithstanding anything in this Agreement to the contrary, Indemnitor shall not, without the prior written consent of counsel reasonably Indemnitee (which consent shall not be unreasonably withheld or delayed), (i) settle or compromise any Environmental Claim or consent to the entry of any judgment that does not include the delivery by the claimant or plaintiff to Indemnitee of a written release of Indemnitee (in form, scope and substance satisfactory to Indemnitee in its sole discretion) from all liability in respect of the Indemnified Party Environmental Claim; or (ii) settle or compromise any Environmental Claim in any manner that may materially and adversely affect Indemnitee as determined by Indemnitee in the payment good faith exercise of all fees and expenses. The Indemnified Party its discretion. (d) Indemnitee shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions in connection with the Property involving any Environmental Claim, any Hazardous Material or any Requirements of Environmental Laws. In any circumstance in which this indemnity applies, Indemnitee may employ separate its own legal counsel in such and consultants to prosecute, negotiate, or defend any claim, action, suit or proceeding and participate in such defense thereof, but the fees and expenses cause of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party Indemnitee shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume compromise or settle the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings same in the same jurisdiction arising out exercise of its good faith discretion. Indemnitor shall reimburse Indemnitee upon demand for all costs and expenses incurred by Indemnitee, including the same general allegations or circumstances be liable for amount of all costs of settlements entered into in good faith, and the reasonable fees and other costs and expenses of only one separate firm of its attorneys (and consultants, including without limitation those incurred in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests connection with you or among themselves, which firm shall be designated in writing by the Representatives of the offering monitoring and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff participating in any such action, suit action or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person In order for an Indemnified Person to be entitled to any indemnification provided for under Section 8 of this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person must provide the “Indemnifying Person with a Claim Notice regarding the Third-Party Claim within ten (10) Business Days after receipt by such Indemnified Party”Person of written notice <PAGE> 54 of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five (5) Business Days after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim. The commencement or threatened or ordered commencement of a groundwater investigation covered by Section 9.3(b) shall give written notice to you of any Loss in respect of which you have be deemed a duty to indemnify such Indemnified Third Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failure. (b) If a Third-Party Claim results from any action, suit or proceeding brought or asserted is made against an Indemnified PartyPerson, you shall the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof, including thereof with counsel selected by the employment of counsel Indemnifying Person and reasonably satisfactory to the Indemnified Person. Should the Indemnifying Person so elect to assume the defense of a Third-Party and Claim, the payment of all Indemnifying Person will not be liable to the Indemnified Person for legal fees and expensesexpenses subsequently incurred by the Indemnified Person in connection with the defense thereof. The If the Indemnifying Person assumes such defense, the Indemnified Party Person shall have the right to employ separate counsel in such action, suit or proceeding and participate in the defense thereof and, at its own expense, to employ counsel reasonably acceptable to the Indemnifying Person, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense thereof, but defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof (other than during any period in which the Indemnified Person shall have failed to give notice of the Third-Party Claim as provided above). If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person's request) the provision to the Indemnifying Person of records and information which are reasonably relevant to such counsel shall be at the expense Third-Party Claim, and making officers, directors, employees and agents of the Indemnified Person available on a mutually convenient basis to provide information, testimony at depositions, hearings or trials, and such other assistance as may be reasonably requested by the Indemnifying Person. Notwithstanding the foregoing, in the event a Third-Party unless (i) you have agreed in writing Claim is made against an Indemnified Person as to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both which such Indemnified Party and you Person is entitled to seek indemnification hereunder and such Indemnified Party shall have been advised by its counsel Person reasonably concludes that representation of the Indemnifying Person lacks the financial and personnel resources to vigorously defend such Indemnified Party and you by Person, that the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel Indemnifying Person has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right failed to assume the defense of the Indemnified Person, or that the Indemnifying Person is not diligently defending such actionIndemnified Person, suit or proceeding on behalf then in each such case the Indemnified Person may elect to retain the defense of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances Third Party Claim and will be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition entitled to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing reimbursed by the Representatives of the offering and that all Indemnifying Person for its Losses incurred in such fees and expenses shall defense (including, without limitation, reasonable attorneys fees), such expenditures to be reimbursed promptly as they are incurredafter submission of invoices therefor. You Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Person's prior written consent (which consent shall not be liable for unreasonably withheld or delayed). The Indemnifying Person shall not admit any settlement of liability with respect to, or settle, compromise or <PAGE> 55 discharge any such action, suit or proceeding effected Third-Party Claim without your written consent, but if settled with such the Indemnified Person's prior written consent (which consent shall not be unreasonably withheld or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentdelayed). (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 of this Agreement (the “Indemnified Party”) shall give written notice to you of any Loss in respect of which you have a duty to indemnify such If an Indemnified Party under Section 8 has or claims to have incurred or suffered or may reasonably incur or suffer Losses for which it is or may reasonably be entitled to indemnification, compensation or reimbursement with respect to an Indemnifiable Matter, then Purchaser shall deliver to the Seller, one or more certificates signed by any officer of this Agreement the applicable Indemnified Party on or before the last day of the applicable Survival Period (a “Claim” and a “Claim Notice”, as applicable): (i) stating (to the extent known or reasonably anticipated) that an Indemnified Party has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Losses; (ii) stating (to the extent known or reasonably anticipated) the amount of such Losses (which, in the case of Losses not yet incurred or paid, shall be the good faith estimate of the amount thereof, followed by an additional Claim Notice when such Losses are incurred and paid) (the “Claimed Amount”), ; and (iii) specifying in reasonable detail (based upon the information then possessed by Xxxxxxxxx) the individual items of such Losses included in the amount so stated, and the material facts and circumstances giving rise to the claim, and the nature of the Loss for claim to which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you such Losses are actually prejudiced by reason of such delay or failurerelated. (b) If Such Claim Notice (i) need only specify such information to the knowledge of such officer of Purchaser as of the date thereof, (ii) shall not limit any of the rights or remedies of any Indemnified Party with respect to the underlying facts and circumstances set forth in such Claim Notice and (iii) may be updated and amended from time to time by Purchaser to reflect new information learned by Purchaser by delivering any updated or amended Claim Notice, so long as the delivery of the original Claim Notice is made in compliance with this Agreement and within the applicable Survival Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Notice; provided that all claims for Losses properly set forth in a Claim results from Notice or any actionupdate or amendment thereto shall remain (c) During the thirty (30) day period following the delivery of the Claim Notice (the “Dispute Period”), suit or proceeding brought or asserted against an the Seller may deliver to Purchaser a written response (the “Response Notice”) in which it: (i) agrees that the full amount of the Claim is owed to the Indemnified PartyParty (the “Agreed Amount”); (ii) agrees that part, you shall assume but not all, of the defense thereof, including amount of the employment of counsel reasonably satisfactory Claim is owed to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel is thus an Agreed Amount; or (iii) indicates that no part of the named parties amount of the Claim is owing to any such actionthe Indemnified Party. Any part of the Claim that is not agreed or deemed agreed to be owing to the Indemnified Party pursuant to the Response Notice shall be the “Contested Amount”. If a Response Notice is not duly given to Purchaser prior to the expiration of the Dispute Period, suit or proceeding (including any impleaded parties) include both such then the Seller shall be conclusively deemed to have agreed that the full amount of the Claim is owed to the Indemnified Party and you and such shall be deemed an Agreed Amount. (d) If (i) a Response Notice agreeing that an Agreed Amount is owed to the Indemnified Party is delivered or (ii) no Response Notice is delivered during the Dispute Period, then Purchaser shall have been advised by its counsel be entitled to receive payment equal to the full Agreed Amount in accordance with the provisions of Section 10.05 below. (e) If a Response Notice indicating that representation there is a Contested Amount is delivered, the Seller and Purchaser shall attempt in good faith for 30 days after delivery of the Response Notice to resolve the dispute related to the Contested Amount. If Purchaser and the Seller resolve such dispute, such resolution shall be binding on the Seller and the Indemnified Party Parties and you by a settlement agreement stipulating the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due amount owed to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel“Stipulated Amount”) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing signed by Purchaser and the Representatives of Seller. If the offering and that all such fees and expenses Stipulated Amount is owed to Purchaser, then Purchaser shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled entitled to receive an amount equal to the Stipulated Amount in accordance with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) provisions of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.10.05

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 Upon incurring or reasonably anticipating the incurrence of this Agreement Damages, a Seller Indemnified Person or Buyer Indemnified Person (the an “Indemnified PartyPerson”) shall give written notice will deliver to you the Buyer or the Seller, as applicable ( an “Indemnifying Person”), a letter signed by an authorized representative of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement Person (a “ClaimClaim Notice”), specifying ) which describes in reasonable detail the nature of claimed Damages. If the Loss for which indemnification Indemnifying Person does not object to such Claim Notice within ten (10) business days, the Indemnifying Person shall be deemed to have accepted the claim or claims set forth in the Claim Notice and shall waive and forfeit any right to dispute such claims. The Indemnifying Person shall then promptly pay the claimed amount to an account designated by the Indemnified Person. If Seller is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder the Indemnifying Person and Seller does not promptly pay the claimed amount to the extentBuyer Indemnified Person or Seller disputes the claimed amount, if at allBuyer shall be entitled to offset the claimed amount from any earn-out Seller may be entitled to received under Section 2.4 or, that you are actually prejudiced by reason in the case of a dispute, delay payment of any earn-out until such delay or failuredispute is resolved. (b) If the Indemnifying Person objects to any or all claims set forth in a Claim results from Notice, the Indemnifying Person shall deliver a letter signed by an officer or duly authorized representative of the Indemnifying Person (an “Objection Notice”) which describes in reasonable detail the Indemnifying Person’s objections. The parties will then negotiate in good faith to resolve any actionoutstanding issues. (c) In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement in respect of, suit arising out of or proceeding brought or asserted involving a claim made by any third party against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must provide the Indemnifying Person with a Claim Notice regarding the Third-Party Claim promptly and in any event within ten (10) days after receipt by such Indemnified Person of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, promptly after the Indemnified Person’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim. (d) If a Third-Party Claim is made against an Indemnified PartyPerson, you shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party Person shall have the right to employ separate counsel in such action, suit or proceeding and participate in the defense thereof and, at its own expense, to employ counsel reasonably acceptable to the Indemnifying Person, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense thereof, but defense. the Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof. All the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person’s request) the provision to the Indemnifying Person of records and information which are reasonably relevant to such counsel shall be at the expense Third-Party Claim, and making officers, directors, employees and agents of the Indemnified Person available on a mutually convenient basis to provide information, testimony at depositions, hearings or trials, and such other assistance as may be reasonably requested by the Indemnifying Person. Notwithstanding the foregoing, in the event a Third-Party unless (i) you have agreed in writing Claim is made against an Indemnified Person as to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both which such Indemnified Party and you Person is entitled to seek indemnification hereunder and such Indemnified Party shall have been advised by its counsel Person reasonably concludes that representation of the Indemnifying Person lacks the financial and personnel resources to vigorously defend such Indemnified Party and you by Person, that the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel Indemnifying Person has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right failed to assume the defense of the Indemnified Person, or that the Indemnifying Person is not diligently defending such actionIndemnified Person, suit or proceeding on behalf then in each such case the Indemnified Person may elect to retain the defense of such Third-Party Claim and will be entitled to be reimbursed by the Indemnifying Person for its Losses incurred in such defense (including, without limitation, reasonable attorneys fees), such expenditures to be reimbursed promptly after submission of invoices therefor. Whether or not the Indemnifying Person shall have assumed the defense of a Third-Party Claim, the Indemnified PartyPerson shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Person’s prior written consent (which consent shall not be unreasonably withheld or delayed). It is understoodthe Indemnifying Person shall not admit any liability with respect to, or settle, compromise or discharge any Third-Party Claim without the Indemnified Person’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, however, that you shallsuch consent shall not be required for any settlement, compromise or discharge of a Third-Party Claim that by its terms obligates the Indemnifying Person to pay the full amount of the liability in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselvesThird-Party Claim, which firm shall be designated releases the Indemnified Person completely in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled connection with such written consent or if there be a final judgment for the plaintiff in Third-Party Claim, and which does not otherwise have any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from material adverse effect on the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable lawPerson.

Procedures Relating to Indemnification. The obligations and liabilities of the party making the indemnity pursuant to Sections 9.02 and 9.03 hereof (the “Indemnitor”) with respect to claims made by third parties against the party or parties being indemnified pursuant to such Sections (the “Indemnitee”) shall be subject to the following terms and conditions: (a) An indemnified person under Section 8 of this Agreement (The Indemnitee will give the “Indemnified Party”) shall give written Indemnitor prompt notice to you of any Loss in respect of which you such claim, and the Indemnitor shall have a duty the right to indemnify such Indemnified Party under Section 8 of this Agreement undertake (a “Claim”), specifying in reasonable detail at the nature of Indemnitor's sole cost and expense) the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder defense thereof by representatives chosen by it and reasonably acceptable to the extent, if at all, that you are actually prejudiced by reason of such delay or failureIndemnitee. (b) If a Claim results from the Indemnitor, within thirty (30) days after notice of any actionsuch claim, suit or proceeding brought or asserted fails to defend the Indemnitee against an Indemnified Partywhich such claim has been asserted, you shall assume the defense thereof, including the employment of counsel reasonably satisfactory Indemnitee will (upon further notice to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall Indemnitor) have the right to employ separate counsel in such actionundertake the defense, suit compromise or proceeding and participate in such defense thereof, but the fees and expenses settlement of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding claim on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in and for the same jurisdiction arising out account and risk of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentIndemnitor. (c) With respect Anything in this Section 9.05 to any Claim not within Paragraph the contrary notwithstanding, (bi) if there is a reasonable probability that a claim may materially and adversely affect the Indemnitee other than as a result of Section 9 hereofmoney damages or other money payments, you the Indemnitee shall have 20 days from receipt the right, at its own cost and expense, to defend, compromise or settle such claim, and (ii) the Indemnitor shall not, without the written consent of notice from the Indemnified Party Indemnitee, settle or compromise any claim or consent to the entry of such Claim within which any judgment. (d) In connection with all claims defended pursuant to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in partthis provision, the Indemnified Party shall be free Indemnitee will give the Indemnitor prompt written notice of all material developments in connection with all claims, will promptly supply the Indemnitor with all papers, documents and evidence in the Indemnitee's possession and such other information within the Indemnitee's knowledge pertinent to pursue such remedies claims, and will produce at the appropriate place or places, at reasonable times, such witnesses under the Indemnitee's control as may reasonably be available to requested by the Indemnified Party under applicable lawIndemnitor or its representatives.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 Indemnitors shall at their own cost, expense, and risk (i) defend through counsel selected by Indemnitors in accordance with the terms hereof all Environmental Claims that may be brought or instituted against any Indemnitee; (ii) pay any judgment or decree that may be recorded against any Indemnitee in connection with any Environmental Claim; and (iii) reimburse Indemnitee for the cost of, or for any payment made by any of this Agreement (them, with respect to any reasonable expenses incurred in connection with the “Indemnified Party”) shall give written notice to you Hazardous Materials undertaken as a result of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature Environmental Claims against any Indemnitee arising out of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you obligations of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failureIndemnitors under this Agreement. (b) If Counsel selected by Indemnitors pursuant to Section 6(a) hereof shall be subject to the approval of the Indemnitee asserting a claim under this Agreement; provided, however, that any Indemnitee may elect to defend any Environmental Claim results from any actionat the cost and expense of Indemnitors, suit or proceeding brought or asserted against an Indemnified Partyif, you shall assume in the judgment of the Indemnitee (i) the defense thereofis not proceeding or being conducted in a satisfactory manner, including or (ii) there is a conflict of interest between any of the employment parties to the Environmental Claim. (c) Notwithstanding anything in this Agreement to the contrary, Indemnitors shall not, without the prior written consent of counsel reasonably the applicable Indemnitee (which consent shall not be unreasonably withheld or delayed), (i) settle or compromise any Environmental Claim or consent to the entry of any judgment that does not include the delivery by the claimant or plaintiff to the Indemnitee of a written release of Indemnitee (in form, scope and substance satisfactory to the Indemnified Party Indemnitee in its sole discretion) from all liability in respect of the Environmental Claim, or (ii) settle or compromise any Environmental Claim in any manner that may materially and adversely affect Indemnitee as determined by Indemnitee in the payment good faith exercise of all fees and expenses. The Indemnified Party its discretion. (d) Indemnitee shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions in connection with the Property involving any Environmental Claim, any Hazardous Material or any Requirements of Environmental Laws. In any circumstance in which this indemnity applies, Indemnitee may employ separate its own legal counsel in such and consultants to prosecute, negotiate, or defend any claim, action, suit or proceeding and participate in such defense thereof, but the fees and expenses cause of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party Indemnitee shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume compromise or settle the defense same in the exercise of such its good faith and reasonable discretion. Notwithstanding the foregoing, Indemnitee will use reasonable efforts to provide Indemnitors with an opportunity to consult with Indemnitee prior to compromising or settling any claim, action, suit or proceeding on behalf cause of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit but Indemnitee shall not be bound by any such consultation with Indemnitors and Indemnitee shall have the right to compromise or proceeding settle any claim, action, or separate but substantially similar or related actionscause of action in its good faith and reasonable discretion as aforesaid notwithstanding any input of Indemnitors. Indemnitors shall reimburse Indemnitee upon demand for all costs and expenses incurred by Indemnitee, suits or proceedings including the amount of all costs of settlements entered into in the same jurisdiction arising out of the same general allegations or circumstances be liable for good faith, and the reasonable fees and other costs and expenses of only one separate firm of its attorneys (and consultants, including without limitation those incurred in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests connection with you or among themselves, which firm shall be designated in writing by the Representatives of the offering monitoring and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff participating in any such action, suit action or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 of this Agreement Indemnitor shall at its own cost, expense, and risk (i) defend all Environmental Claims that may be brought or instituted against any Indemnitee; (ii) pay any judgment or decree that may be recorded against any Indemnitee in connection with any Environmental Claim; and (iii) reimburse Indemnitee for the “Indemnified Party”) shall give written notice to you cost of, or for any payment made by any Indemnitee with respect to, any reasonable expenses incurred in connection with Hazardous Materials undertaken as a result of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature Environmental Claims against any Indemnitee arising out of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you obligations of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failureIndemnitor under this Agreement. (b) If Counsel selected by Indemnitor pursuant to Section 6(a) shall be subject to the approval of the Indemnitee asserting a claim under this Agreement; provided, however, that any Indemnitee may elect to defend any Environmental Claim results from any actionat the cost and expense of Indemnitor, suit or proceeding brought or asserted against an Indemnified Partyif, you shall assume in the judgment of the Indemnitee (i) the defense thereofis not proceeding or being conducted in a satisfactory manner, including or (ii) there is a conflict of interest between any of the employment parties to the Environmental Claim. (c) Notwithstanding anything in this Agreement to the contrary, Indemnitor shall not, without the prior written consent of counsel reasonably Indemnitee (which consent shall not be unreasonably withheld or delayed), (i) settle or compromise any Environmental Claim or consent to the entry of any judgment that does not include the delivery by the claimant or plaintiff to Indemnitee of a written release of Indemnitee (in form, scope and substance satisfactory to Indemnitee in its sole discretion) from all liability in respect of the Indemnified Party Environmental Claim; or (ii) settle or compromise any Environmental Claim in any manner that may materially and adversely affect Indemnitee as determined by Indemnitee in the payment good faith exercise of all fees and expenses. The Indemnified Party its discretion. (d) Indemnitee shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions in connection with the Real Property involving any Environmental Claim, any Hazardous Material or any Requirements of Environmental Laws. In any circumstance in which this indemnity applies, Indemnitee may employ separate its own legal counsel in such and consultants to prosecute, negotiate, or defend any claim, action, suit or proceeding and participate in such defense thereof, but the fees and expenses cause of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party Indemnitee shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume compromise or settle the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings same in the same jurisdiction arising out exercise of its good faith discretion. Indemnitor shall reimburse Indemnitee upon demand for all costs and expenses incurred by Indemnitee, including the same general allegations or circumstances be liable for amount of all costs of settlements entered into in good faith, and the reasonable fees and other costs and expenses of only one separate firm of its attorneys (and consultants, including without limitation those incurred in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests connection with you or among themselves, which firm shall be designated in writing by the Representatives of the offering monitoring and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff participating in any such action, suit action or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (aa "Third-Party Claim"), such Indemnified Person must notify the Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim within ten (10) An indemnified person under Section 8 Business Days after receipt by such Indemnified Person of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually prejudiced as a result of such failure. For purposes of this Agreement (Agreement, a Third-Party Claim shall include the “Indemnified Party”) shall give written notice to you commencement of any Loss in respect of which you have a duty audit or other proceeding pertaining to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failure. (b) Taxes. If a Third-Party Claim results from any action, suit or proceeding brought or asserted is made against an Indemnified PartyPerson, you shall the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof, including thereof with counsel selected by the employment of counsel Indemnifying Person and reasonably satisfactory to the Indemnified Person. Should the Indemnifying Person so elect to assume the defense of a Third-Party and Claim, the payment of all Indemnifying Person will not be liable to the Indemnified Person for legal fees and expensesexpenses subsequently incurred by the Indemnified Person in connection with the defense thereof. The If the Indemnifying Person assumes such defense, the Indemnified Party Person shall have the right to employ separate counsel in such action, suit or proceeding and participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense thereof, but defense. The Indemnifying Person shall be liable for the fees and expenses of such counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof (other than during any period in which the Indemnified Person shall be at the expense have failed to give notice of the Indemnified Third-Party unless (i) you have agreed Claim as provided above). If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense or prosecution thereof. Such cooperation shall include the retention and employ counsel or (iiiupon the Indemnifying Person's request) the named parties provision to the Indemnifying Person of Records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis in the manner specified in Section 6.4 to provide additional information and explanation of any such action, suit material provided hereunder. Whether or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party not the Indemnifying Person shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume assumed the defense of a Third-Party Claim, the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in Third-Party Claim without the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys Indemnifying Person's prior written consent (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You consent shall not be liable for any settlement of any such action, suit unreasonably withheld or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentdelayed). (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person In order for an Indemnitee to be entitled to any indemnification provided for under Section 8 of this Agreement in respect of, arising out of or involving a claim made by any Person who is not an Indemnitee against the Indemnitee (a "Third Party Claim"), such Indemnitee must notify the party who may become obligated to provide indemnification hereunder (the “Indemnified Party”"indemnifying party") shall give in writing, and in reasonable detail, of the Third Party Claim reasonably promptly, and in any event within 20 business days after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that failure to you give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any Loss expenses incurred during the period in which the Indemnitee failed to give such notice); and provided further, however, that with respect to any matter for which Newco is the indemnifying 11 8 party, Newco shall be deemed to have received notice with respect to all matters by or against any member of which you have a duty to indemnify such Indemnified Party under Section 8 the Company Group that were concluded or initiated prior to, or otherwise pending at, the Time of this Agreement Contribution. After any required notification (a “Claim”if applicable), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you Indemnitee shall only relieve you of your obligations hereunder deliver to the extentindemnifying party, if at allpromptly after the Indemnitee's receipt thereof, that you are actually prejudiced copies of all notices and documents (including court papers) received by reason of such delay or failurethe Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim results from any action, suit or proceeding brought or asserted is made against an Indemnified PartyIndemnitee, you the indemnifying party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the expense of the indemnifying party) with counsel selected by the indemnifying party and reasonably satisfactory to the Indemnitee; provided, however, that in case of a claim made by any person against an Indemnitee relating to a Special Liability (a "Special Liability Claim"), Newco (at Newco's expense) shall assume the defense thereofthereof with counsel selected by Newco. Should the indemnifying party so elect (or, including in the employment case of counsel reasonably satisfactory a Special Liability Claim, be obligated) to assume the defense of a Third Party Claim, the indemnifying party will not be liable to the Indemnified Party and Indemnitee for any legal expenses subsequently incurred (or, in the payment case of all fees and expensesa Special Liability Claim, incurred) by the Indemnitee in connection with the defense thereof (unless, in case of a Special Liability Claim, Newco breaches its obligation to assume the defense thereof). The Indemnified Party If the indemnifying party assumes (or, in the case of a Special Liability Claim, is obligated to assume) such defense, the Indemnitee shall have the right to employ separate counsel in such action, suit or proceeding and participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense thereof, but defense. The indemnifying party shall be liable for the fees and expenses of such counsel employed by the Indemnitee for any period during which the indemnifying party has not assumed (or, in the case of a Special Liability Claim, is in breach of its obligation to assume) the defense thereof (other than during any period in which the Indemnitee shall be at the expense have failed to give notice of the Indemnified Third Party unless Claim as provided above). If the indemnifying party chooses (ior, in the case of a Special Liability Claim, is obligated) you have agreed to defend or prosecute a Third Party Claim, all the parties hereto shall cooperate in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselvesprosecution thereof, which firm cooperation shall be designated include the retention in writing by accordance with the Representatives of the offering Distribution Agreement and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.upon the

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 Promptly after the receipt by any party hereto of this Agreement notice of any claim, action, suit or proceeding of any third party which is subject to indemnification hereunder, such party or parties (the “"Indemnified Party”") shall give written notice of such claim (a "Notice of Claim") to you the party or parties obligated to provide indemnification hereunder (collectively, the "Indemnifying Party"), stating the nature and basis of such claim and the amount thereof, to the extent known. The failure of the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party's ability to seek indemnification from the Indemnifying Party. The Indemnifying Party shall be entitled to participate in the defense or settlement of such matter and the parties agree to cooperate in any Loss in respect of which you have a duty such defense or settlement and to give each other full access to all information relevant thereto. The Indemnifying Party shall not be obligated to indemnify such an Indemnified Party under Section 8 hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If any Notice of this Agreement Claim relates to a claim by a person or persons (a “Claim”other than by federal, state or local income tax authorities or by the Buyer or SPACEHAB), specifying and the amount of such claim is acknowledged by Seller to be fully covered by the foregoing indemnity, as limited herein, the Seller may elect to defend against such claim at its expense, in reasonable detail the nature lieu of the Loss for which indemnification is sought, except that any delay Buyer or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at allSPACEHAB assuming such defense; provided, that you are actually prejudiced by reason of Buyer or SPACEHAB shall be entitled to participate in or monitor such delay defense at its expense and Seller will fully cooperate with Buyer or failure. (b) SPACEHAB and its counsel with respect thereto. If a Claim results from the Seller or any actionother persons as provided above elect to assume such defense, suit or proceeding brought or asserted against an Indemnified Party, you they shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expensesBuyer or SPACEHAB. The Indemnified Party shall have the right to employ separate counsel in such action, suit No compromise or proceeding and participate in such defense thereof, but the fees and expenses settlement of such counsel claim may be effected by either party without the other party's consent (which shall not be at the expense of the Indemnified Party unreasonably withheld) unless (i) you have agreed in writing to pay there is no finding or admission of any violation of law and no effect on any other claims that may be made against such fees other party and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel sole relief provided is monetary damages that representation of such Indemnified Party and you are paid in full by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by party seeking the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentsettlement. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person Person under Section 8 of this Agreement Sections 8.2(a) or 8.5(a) (the “"Indemnified Party”") shall give prompt written notice to you the indemnifying party (the "Indemnifying Party") of any Loss in respect of which you have a duty to indemnify such Indemnified Party is seeking indemnification under Section 8 of this Agreement (a “Claim”Sections 8.2(a) or 8.5(a), specifying in reasonable detail the nature of such Loss, the section or sections of this Agreement to which the Loss for which indemnification is soughtrelates, and the amount of such Loss (or if not then determinable, its best estimate of the amount of such Loss), except that any delay or failure to so to notify you the Indemnifying Party shall only relieve you the Indemnifying Party of your its obligations hereunder to the extent, if at all, that you are actually it is prejudiced by reason of such delay or failure. Any such notice given by any Indemnified Party under Section 8.7(a) shall be given to the Seller. (b) If a Claim results Loss is suffered or incurred for or on account of or arises from or in connection with any demand, claim, suit, action, suit cause of action, investigation or proceeding brought or asserted against an Indemnified Partyinquiry by a Person not party to this Agreement (a "Third Party Claim"), you the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding Third Party Claim and participate in such defense thereofthereof at its own expense. The Indemnifying Party shall not, but the fees and expenses of such counsel shall be at the expense of without the Indemnified Party's prior written consent, which shall not be unreasonably withheld, settle or compromise any Third Party unless (i) you have agreed in writing Claim or consent to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties entry of any judgment with respect to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Third Party and you and such Indemnified Claim. If the Indemnifying Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right fails to assume the defense of such actionany Third Party Claim within 20 business days after notice thereof, suit the Indemnified Party shall have the right to undertake the defense, compromise or proceeding on behalf settlement of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in Third Party Claim for the same jurisdiction arising out account of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentIndemnifying Party. (c) With respect to any Claim not within Paragraph Loss (b) other than any Loss suffered or incurred for or on account of Section 9 hereofor arising from or in connection with any Third Party Claim), you the Indemnifying Party shall have 20 30 business days from receipt of notice from the Indemnified Party of such Claim Loss within which to respond thereto. If you do the Indemnifying Party does not respond within such twenty-30 business day period, you the Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify Loss. (d) The Indemnifying Party shall promptly pay the Indemnified Party within such twenty-day period that you reject such Claim any amount due under this Article VIII, which payment may be accomplished in whole or in part, at the option of the Indemnified Party, by the Indemnified Party setting off any amount owed to the Indemnifying Party by the Indemnified Party. To the extent set-off is made by an Indemnified Party in satisfaction or partial satisfaction of an indemnity obligation under this Article VIII that is disputed by the Indemnifying Party, upon a subsequent determination by final judgment not subject to appeal that all or a portion of such indemnity obligation was not owed to the Indemnified Party, the Indemnified Party shall pay the Indemnifying Party the amount that was set off and not owed, plus interest at the rate per annum of [6% (600 basis points)] beginning on the date of set-off and continuing until the date of payment to the Indemnifying Party of all such funds by the Indemnified Party. The right to set-off in this Section 8.7(d) shall be free without prejudice and in addition to pursue such remedies as may be available any right of set-off, lien or other right to which the Indemnified Party under applicable is at any time otherwise entitled (whether by operation of law, agreement or otherwise).

Procedures Relating to Indemnification. (a) An indemnified person In order for an Indemnified Person to be entitled to any indemnification provided for under Section 8 of this Agreement in respect of, arising out of or involving a claim or demand made by any third Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person shall notify the “Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim with reasonable promptness after receipt by such Indemnified Party”) shall give Person of written notice to you of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which Third-Party Claim with and in any event within 20 Business Days after such receipt; provided, however, that failure to give such notification shall not affect the indemnification is sought, provided hereunder except that any delay or failure so to notify you shall only relieve you of your obligations hereunder if and to the extent, if at all, that you are extent the Indemnifying Person shall have been actually prejudiced by reason as a result of such delay or failure. (b) . If a Third-Party Claim results from any action, suit or proceeding brought or asserted is made against an Indemnified PartyPerson, you shall the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof, including thereof with counsel selected by the employment of counsel Indemnifying Person and reasonably satisfactory to the Indemnified Person. Should the Indemnifying Person so elect to assume the defense of a Third-Party and Claim, the payment of all Indemnifying Person will not be liable to the Indemnified Person for legal fees and expensesexpenses subsequently incurred by the Indemnified Person in connection with the defense thereof. The If the Indemnifying Person assumes such defense, the Indemnified Party Person shall have the right to employ separate counsel in such action, suit or proceeding and participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense thereof, but defense. The Indemnifying Person shall be liable for the fees and expenses of such counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof (other than during any period in which the Indemnified Person shall be at the expense have failed to give notice of the Third-Party Claim as provided above). If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include, upon reasonable prior notice, the provision to the Indemnifying Person of copies of Records and information which are reasonably relevant to such Third-Party Claim, and making employees reasonably available on a mutually convenient basis in the manner specified in Section 7.6 to provide additional information and explanation of any material provided hereunder; provided, however that such cooperation shall not unreasonably disrupt the normal business operations of the Business following the Closing Date. Notwithstanding the foregoing, in the event a Third-Party Claim is made against an Indemnified Party unless (i) you have agreed in writing Person as to pay which such fees Indemnified Person is entitled to seek indemnification hereunder, and expenses, (ii) you have failed within if there is a reasonable time to assume likelihood that a Third-Party Claim may materially and adversely affect an Indemnified Person and/or the defense and employ counsel Business other than as a result of money damages or (iii) the named parties to any such actionmoney payments, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and then the Indemnified Party (in which case you shall not have the right Person may, at its sole option, elect to assume retain the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in Third-Party Claim and will be entitled to be reimbursed by the same jurisdiction arising Indemnifying Person for its out of the same general allegations or circumstances be liable for the reasonable fees and pocket expenses of only one separate firm of attorneys (reasonably incurred in addition such defense, such expenditures to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurredafter submission of invoices therefor. You No party which shall have assumed the defense of any Third-Party Claim hereunder (i.e., the Indemnifying Person or Indemnified Person) shall admit any liability with respect to, or settle, compromise or discharge, any such Third-Party Claim without the other party's prior written consent (which consent shall not be liable for any settlement of any such action, suit unreasonably withheld or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentdelayed. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 of this Agreement (In the “Indemnified Party”) shall give written notice to you of any Loss in respect of which you have event that either a duty to indemnify such Purchaser Indemnified Party under Section 8 or a Seller Indemnified Party desires to assert a demand, claim or circumstance that, immediately or with the lapse of this Agreement time, could give rise to a claim (a “Claim”) for indemnification pursuant to this Article X, such Person seeking indemnification (the “Indemnitee”) shall, as promptly DB02/0502991.0000/9783465.8 WP01 as is reasonably practicable after becoming aware of the demand, claim or circumstance, deliver written notice (such notice, a “Claims Notice”) to the Party from whom indemnification is sought (the “Indemnitor”); provided, however, that, except as otherwise provided in Section 10.01 or Section 10.06(a), specifying a failure to give such notice shall not affect the Indemnitee’s right to indemnification hereunder except to the extent that the Indemnitor is actually prejudiced thereby. The Claims Notice shall describe the Claim in reasonable detail and shall indicate the amount (estimated, if necessary) and nature of the Loss for Damages, and the method of computation thereof, that has been or may be suffered by the Indemnitee and the provisions of this Agreement in respect of which such right of indemnification is sought, except that any delay sought or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failurearises. (b) If a Claim results Promptly after receipt from any actionthird-party by an Indemnitee of a notice of any demand, suit claim or proceeding brought circumstance that, immediately or asserted against an Indemnified Partywith the lapse of time, you could give rise to a claim or the commencement (or threatened commencement) of any Action or investigation (a “Third-Party Claim”) that may result in Damages with respect to which the Indemnitee would be entitled to indemnification pursuant to this Article X, the Indemnitee shall deliver a Claims Notice with respect thereto together with copies of any notices or other documents (including any court papers) received by the Indemnitee relating to such Third-Party Claim; provided, however, that, except as otherwise provided in Section 10.01 or Section 10.06(a), a failure to provide such notice shall not affect the Indemnitee’s right to indemnification hereunder except to the extent that the Indemnitor is actually prejudiced thereby (except that the Indemnitor shall not be liable for any expenses incurred during the period in which the Indemnitee failed to provide such notice). (c) Unless the Indemnitor is also a party to such Third-Party Claim and the Indemnitee determines in good faith after conferring with its outside counsel that joint representation would be inappropriate, and except as provided below, the Indemnitor shall be entitled to settle or assume and control the defense thereofof any Third-Party Claim at its own expense and by its own counsel. If the Indemnitor elects to settle or defend such Third-Party Claim, including it shall notify the employment Indemnitee of counsel reasonably satisfactory its intent to do so and shall promptly provide written notice of all material developments in connection with the Indemnified defense of such Third-Party Claim, and the payment Indemnitee shall cooperate in the settlement of, or defense against, such Third-Party Claim including, if appropriate, making any reasonable counterclaim against such third-party or any reasonable cross claim or third-party claim against any Person related to such Third-Party Claim. Such cooperation shall also include (i) the retention of records and information that are reasonably relevant to such Third-Party Claim, (ii) promptly supplying the Indemnitor with copies of all fees papers, documents and expensesevidence in the Indemnitee's possession or control and such other information within the Indemnitee's knowledge pertinent to such Third-Party Claims, (iii) making employees available on a mutually-convenient basis to provide additional information and explanation of any information or materials provided hereunder and producing at the appropriate place or places, at reasonable times, such witnesses under the Indemnitee's control as may reasonably be requested by the Indemnitor or its Representatives and (iv) promptly providing written notice of all material developments in connection with any such Third-Party Claims. The Indemnified Party Indemnitee shall have the right to employ employ, at its own expense, separate counsel in the defense of any such action, suit or proceeding Third-Party Claim and participate in the defense thereof (it being understood that the Indemnitor shall control such defense). The Indemnitor shall not settle or compromise any Third-Party Claim without the Indemnitee’s prior written consent (which shall not be unreasonably conditioned, withheld or delayed), unless such settlement or compromise (A) involves no payment of money by the Indemnitee, (B) includes a DB02/0502991.0000/9783465.8 WP01 complete and unconditional release of the Indemnitee in respect of such Third-Party Claim, (C) does not subject the Indemnitee to any injunctive relief or other equitable remedy or any limitation on the future operation of Indemnitee’s business and (D) there is no finding or admission of any violation of Law and does not include a statement or admission of fault or culpability by or on behalf of any Indemnitee. Notwithstanding anything to the contrary in this section, the Indemnitor shall not be entitled to assume the defense thereof, but of any Third-Party Claim (and shall pay the reasonable out-of-pocket fees and expenses of outside counsel incurred by the Indemnitee in defending such counsel shall Third-Party Claim) if the Third-Party Claim is brought by any Governmental Authority or seeks an injunction or other equitable relief or any other relief other than money damages against the Indemnitee that the Indemnitee reasonably determines, after conferring with its outside counsel, cannot be at separated from any related claim for money damages. If the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expensesIndemnitor, (ii) you have failed within a reasonable time after its receipt of any Claims Notice in respect of a Third-Party Claim, fails to notify the Indemnitee of its intent to settle or assume and control the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Third-Party and you by Claim, the same counsel would be inappropriate under applicable standards of professional conduct Indemnitee shall (whether or not such representation by upon further notice to the same counsel has been proposedIndemnitor) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to undertake the defense of such Third-Party Claim (without impairing or otherwise affecting its rights to obtain indemnification pursuant to this Article X), subject to the right of the Indemnitor to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) Third-Party Claim at any time for all prior to the final settlement or compromise thereof. Whether or not the Indemnitor assumes the defense of a Third-Party Claim, the Indemnitee shall not consent to the entry of any judgment or admit any liability with respect to, or settle, compromise or discharge, such Indemnified Parties not having actual or potential differing interests with you or among themselves, Third-Party Claim without the Indemnitor’s prior written consent (which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You consent shall not be liable for any settlement of any such actionunreasonably conditioned, suit withheld or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentdelayed). (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person or entity under Section 8 of this Agreement Sections 8.2 or 8.5 (the “"Indemnified Party”") shall give prompt written notice to you the indemnifying party (the "Indemnifying Party") of any Loss in respect of which you have a duty to indemnify such Indemnified Party is seeking indemnification under Section 8 of this Agreement (a “Claim”)Sections 8.2 or 8.5, specifying in reasonable detail the nature of such Loss, the section or sections of this Agreement to which the Loss for which indemnification is soughtrelates, and the amount of such Loss (or if not then determinable, its best estimate of the amount of such Loss), except that any delay or failure so to notify you the Indemnifying Party shall only relieve you the Indemnifying Party of your its obligations hereunder to the extent, if at all, that you are actually it is prejudiced by reason of such delay or failure. Any such notice to be given by or to any Indemnified Party under Section 8.5 shall be given by or to the Stockholder Representative (as defined in Section 8.8). (b) If a Claim results Loss is suffered or incurred for or on account of or arises from or in connection with any demand, claim, suit, action, suit cause of action, investigation or proceeding brought or asserted against an Indemnified Partyinquiry by a person not party to this Agreement (a "Third Party Claim"), you the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding Third Party Claim and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. The Indemnifying Party unless (i) you shall not, without the Indemnified Party's prior written consent, settle or compromise any Third Party Claim or consent to the entry of any judgment with respect to any Third Party Claim which would have agreed an adverse effect on the Indemnified Party, except that the Indemnifying Party may, without the Indemnified Party's prior written consent, compromise or settle any such Third Party Claim or consent to entry of any judgment with respect to any Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in writing to pay respect of such fees and expenses, (ii) you have failed within a reasonable time Third Party Claim. If the Indemnifying Party fails to assume the defense and employ counsel or (iii) of any Third Party Claim within 30 business days after notice thereof, the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation the right to undertake the defense, compromise or settlement of such Indemnified Third Party and you by Claim for the same counsel would be inappropriate under applicable standards account of professional conduct (whether or not such representation by the same counsel has been proposed) due Indemnifying Party, subject to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right of the Indemnifying Party to assume the defense of such actionThird Party Claim with counsel reasonably satisfactory to the Indemnified Party at any time prior to the compromise, suit settlement or proceeding on behalf final determination thereof. No Indemnified Party shall, without the Indemnifying Party's prior written consent, settle or compromise any Third Party Claim or consent to the entry of any judgment with respect to any Third Party Claim unless such Indemnified Party has undertaken the defense, compromise or settlement in accordance with this Section 8.7(b) and the consent compromise or settlement of such Indemnified Third Party Claim requires solely money damages to be paid by the Indemnifying Party), and which includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnifying Party from all liability in respect of such Third Party Claim. It is understoodIf an Indemnifying Party refuses to pay, howeverin whole or in part, that you shall, any Loss suffered or incurred for or on account of or arising from or in connection with any one actionThird Party Claim with respect to which an Indemnified Party has undertaken the defense, suit compromise or proceeding or separate but substantially similar or related actions, suits or proceedings settlement in the same jurisdiction arising out accordance with this Section 8.7(b) within 30 business days of the same general allegations or circumstances be liable for the reasonable fees and expenses receipt of only one separate firm of attorneys (in addition to any local counsel) at any time for all notice from such Indemnified Parties not having actual or potential differing interests with you or among themselvesParty of such Loss, which firm the matter shall be designated resolved in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled accordance with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentSection 11.12. (c) With respect to any Claim not within Paragraph Loss (b) other than any Loss suffered or incurred for or on account of Section 9 hereofor arising from or in connection with any Third Party Claim), you the Indemnifying Party shall have 20 30 business days from receipt of notice from the Indemnified Party of such Claim Loss within which to respond thereto. If you do the Indemnifying Party does not respond within such twenty-30 business day period, you the Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such ClaimLoss. If you notify the Indemnifying Party notifies the Indemnified Party within such twenty-30 business day period that you reject it rejects such Claim Loss, in whole or in part, the Indemnified Party matter shall be free to pursue such remedies as may be available to the Indemnified Party under applicable lawresolved in accordance with Section 11.12.

Procedures Relating to Indemnification. (a) An Indemnitors shall, at their own cost, expense, and risk: (i) defend all suits, actions, or other legal or administrative proceedings that may be brought or instituted against an Indemnitee or Indemnitees, as the case may be, on account of any matter or matters indemnified person against in Section 3 above (an “Indemnified Matter”); (ii) pay in or satisfy any judgment or decree that may be recorded against any Indemnitees in any such suit, action, or other legal or administrative proceedings as to any Indemnified Matter; (iii) reimburse Indemnitees for the cost of, or for any payment made by any of them, with respect to any reasonable expenses incurred in connection with the Contaminants undertaken as a result of any demands, causes of actions, lawsuits, proceedings, or any other claims threatened, made, or brought against Indemnitees arising out of the obligations of Indemnitors under Section 8 of this Agreement or any Indemnified Matter; and (iv) reimburse Indemnitees for any and all reasonably necessary expenses, including, but not limited to, legal expenses, arising out of or attributable to, any Indemnified Matter or in connection with enforcing the “Indemnified Party”) shall give written notice to you rights of any Loss in respect of which you have a duty to indemnify such Indemnified Party Indemnitees under Section 8 of this Agreement (a “Claim”)or in monitoring and participating in any action, specifying in reasonable detail the nature of the Loss for which indemnification is soughtproceeding, except that or litigation as to any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failureIndemnified Matter. (b) If Counsel selected by Indemnitors pursuant to Section 5(a) above shall be subject to the reasonable approval of the Indemnitees asserting a Claim results from claim hereunder; provided, however, that, if, in the reasonable judgment of such Indemnitee (i) the defense is not proceeding or being conducted in a satisfactory manner, or (ii) there is a conflict of interest among any of the parties to such lawsuit, action, suit legal, or administrative proceeding, any Indemnitee may employ its own legal counsel and consultants to prosecute, negotiate, or defend any such claim, lawsuit, action, cause of action, or legal or administrative proceeding brought or asserted against an Indemnified Party, you shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party such Indemnitee shall have the right to employ separate counsel compromise or settle the same in good faith without the necessity of showing actual liability therefor, and without the consent of Indemnitors. Indemnitors shall reimburse such actionIndemnitee upon demand for all costs and expenses incurred by such Indemnitee, suit or proceeding including the amount of all costs of settlements entered into in good faith, and participate in such defense thereof, but the fees and other costs and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees attorneys and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentconsultants. (c) With respect Notwithstanding anything in this Agreement to the contrary, Indemnitors shall not, without the prior written consent of any Claim Indemnitee asserting a claim hereunder (which consent shall not within Paragraph be unreasonably withheld or delayed), (bi) settle or compromise any action, suit, proceeding, or claim or consent to the entry of Section 9 hereof, you shall have 20 days from receipt any judgment that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to such Indemnitee of notice from the Indemnified Party a written release of such Claim within which Indemnitee (in form, scope and substance satisfactory to respond thereto. If you do not respond within such twenty-day periodIndemnitee, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity in its sole discretion reasonably exercised) from all liability in respect of such Claim. If you notify the Indemnified Party within action, suit, or proceeding; or (ii) settle or compromise any action, suit, proceeding, or claim in any manner that may materially and adversely affect such twenty-day period that you reject Indemnitee as determined by such Claim in whole or in partIndemnitee, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable lawreasonably exercised.

Procedures Relating to Indemnification. The obligations and liabilities of the party making the indemnity pursuant to Sections 9.02 and 9.03 (the "Indemnitor") with respect to claims made by third parties against the party or parties being indemnified pursuant to such Sections (the "Indemnitee") shall be subject to the following terms and conditions: (a) An indemnified person under Section 8 of this Agreement (the “Indemnified Party”) shall Indemnitee will give written the Indemnitor prompt notice to you of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”)claim, specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failure. (b) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, you shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party Indemnitor shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be undertake (at the expense of Indemnitor's sole cost and expense) the Indemnified Party unless defense thereof by representatives chosen by it and reasonably acceptable to the Indemnitee; (ib) you have agreed in writing to pay such fees and expensesif the Indemnitor, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to after notice of any such actionclaim, suit or proceeding (including any impleaded parties) include both fails to defend the Indemnitee against which such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel claim has been proposedasserted, the Indemnitee will (upon further notice to the Indemnitor) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnitor, subject to the right of the Indemnitor to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) claim at any time for all such Indemnified Parties not having actual prior to settlement, compromise or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment.determination thereof; (c) With respect Anything in this Section 9.05 to any Claim not within Paragraph the contrary notwithstanding, (bi) if there is a reasonable probability that a claim may materially and adversely affect the Indemnitee other than as a result of Section 9 hereofmoney damages or other money payments, you the Indemnitee shall have 20 days from receipt the right, at its own cost and expense, to defend, compromise or settle such claim, and (ii) the Indemnitor shall not, without the written consent of notice from the Indemnified Party Indemnitee, settle or compromise any claim or consent to the entry of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim any judgment; (d) in whole or in partconnection with all claims defended hereunder, the Indemnified Party Indemnitee shall be free give the Indemnitor prompt written notice of all material developments in connection with all claims, will promptly supply the Indemnitor with all papers, documents and evidence in the Indemnitee's possession and such other information within the Indemnitee's knowledge pertinent to pursue such remedies claims, and will produce at the appropriate place or places, at reasonable times, such witnesses under the Indemnitee's control as may reasonably be available to requested by the Indemnified Party under applicable lawIndemnitor or its representatives.

Procedures Relating to Indemnification. (a) An indemnified person In order for the GOAM Indemnitees to be entitled to any indemnification provided for under Section 8 of this Agreement in respect of, arising out of or involving a claim made by any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization governmental body or other entity who is not a GOAM Indemnitee against a GOAM Indemnitee (a "Third Party Claim"), such GOAM Indemnitee must notify the Stockholder Representative (as defined in Section 6.6) on behalf of the Stockholders (the “Indemnified "Indemnifying Party”") in writing, and in reasonable detail, of the Third Party Claim promptly but in any event within ten (10) business days after receipt of notice of such claim; provided, however, that failure to give such notification shall give written notice not affect the indemnification provided hereunder except to you the extent the Stockholder Representative shall have been prejudiced as a result of such failure. After any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement required notification (a “Claim”if applicable), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you GOAM Indemnitee shall only relieve you of your obligations hereunder deliver to the extentStockholders Representative, if at allpromptly but in any event within five (5) business days, that you are actually prejudiced after the GOAM Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by reason of such delay or failurethe GOAM Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim results from any actionis made against a GOAM Indemnitee, suit or proceeding brought or asserted against an Indemnified Partythe Stockholder Representative on behalf of the Indemnifying Party will be entitled to participate in the defense thereof and, you shall if it so chooses, to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be thereof (at the expense of the Indemnified Indemnifying Party) with counsel selected by the Stockholder Representative on behalf of the Indemnifying Party unless (i) you have agreed in writing and reasonably satisfactory to pay such fees and expenses, (ii) you have failed within a reasonable time the GOAM Indemnitee. Should the Stockholder Representative on behalf of the Indemnifying Party so elect to assume the defense and employ counsel or (iii) of a Third Party Claim, the named parties Indemnifying Party will not be liable to the GOAM Indemnitee for any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you legal expenses subsequently incurred by the same counsel would be inappropriate GOAM Indemnitee in connection with the defense thereof; provided that if, under applicable standards of professional conduct (whether or not such representation as advised in writing by counsel to the same counsel has been proposed) due to actual or potential differing interests Indemnifying Party), a conflict on any significant issue between you the GOAM Indemnitee and the Indemnified Indemnifying Party (exists in which case you shall not have the right to assume the defense respect of such actionThird Party Claim, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for Indemnifying Party shall pay the reasonable fees and expenses of only one such additional counsel to act with respect to such issue as may be required to be retained in order to resolve such conflict. If the Stockholder Representative on behalf of the Indemnifying Party assumes such defense, the GOAM Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate firm from the counsel employed by the Stockholder Representative on behalf of attorneys (in addition to any local counsel) at any time for all the Indemnifying Party, it being understood that the Stockholder Representative on behalf of the Indemnifying Party shall control such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm defense. The Indemnifying Party shall be designated in writing by liable for the Representatives of the offering and that all such fees and expenses of counsel employed by the GOAM Indemnitee for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the GOAM Indemnitee shall be reimbursed promptly have failed to give notice of the Third Party Claim as they provided above and a reasonable period after such notice). If the Stockholder Representative on behalf of the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof, which cooperation shall include the retention and the provision to the Stockholder Representative on behalf of the Indemnifying Party of records and information which are incurredreasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. You If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the GOAM Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of liability in connection with such Third Party Claim; provided, however, that, without the GOAM Indemnitee's consent (which consent shall not be liable for unreasonably withheld or delayed), the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement (i) that provides for injunctive or other nonmonetary relief affecting the GOAM Indemnitee or (ii) that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such GOAM Indemnitee of a release from all liability with respect to such claim. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the GOAM Indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, such action, suit or proceeding effected Third Party Claim without your the Indemnifying Party's prior written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With In order for a GOAM Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of a claim that does not involve a Third Party Claim, the GOAM Indemnitee shall deliver written notice of such claim, in reasonable detail, with reasonable promptness to the Stockholder Representative on behalf of the Indemnifying Party. The failure by any GOAM Indemnitee to so notify the Stockholder Representative on behalf of the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to such GOAM Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. Any notice pursuant to this Section 6.2(c) shall contain a statement, in prominent and conspicuous type, that if the Stockholder Representative's (on behalf of the Indemnifying Party) does not dispute its liability to the GOAM Indemnitee with respect to any Claim not within Paragraph the claim made in such notice (bthe "Claim") by notice to the GOAM Indemnitee prior to the expiration of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twentya 30-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twentycalendar-day period that you reject such Claim in whole or in partfollowing the Stockholder Representative on behalf of the Indemnifying Party's receipt of the second notice of the Claim, the Indemnified Claim shall be conclusively deemed a liability of the Indemnifying Party. If the GOAM Indemnitee has provided the Stockholder Representative on behalf of the Indemnifying Party two such notices not less than 30 days apart and the Indemnifying Party does not notify the GOAM Indemnitee prior to the expiration of a 30-calendar-day period following its receipt of the second such notice that the Indemnifying Party disputes its liability to the GOAM Indemnitee under this Agreement, the Claim shall be conclusively deemed a liability of the Indemnifying Party under this Agreement and the Indemnifying Party shall pay the amount of such liability to the GOAM Indemnitee 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 the Claim (or any portion thereof) becomes finally determined. If the Stockholder Representative on behalf of the Indemnifying Party has timely disputed its liability with respect to the Claim, as provided above, the Stockholder Representative on behalf of the Indemnifying Party and the GOAM Indemnitee shall proceed in good faith to negotiate a resolution of the Claim and, if the Claim is not resolved through negotiations, such GOAM Indemnitee shall be free to pursue such remedies as may be available to enforce the Indemnified Party under applicable lawrights of such indemnitees hereunder.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 Indemnitors shall at their own cost, expense, and risk (i) defend all Environmental Claims that may be brought or instituted against any Indemnitee; (ii) pay any judgment or decree that may be recorded against any Indemnitee in connection with any Environmental Claim; and (iii) reimburse all Indemnitees for the cost of, or for any payment made by any of this Agreement (the “Indemnified Party”) shall give written notice them, with respect to you any reasonable expenses incurred in connection with Hazardous Materials and as a result of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature Environmental Claims against any Indemnitee arising out of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you obligations of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failureIndemnitors under this Agreement. (b) If Counsel selected by Indemnitors pursuant to SUBSECTION 5(a) shall be subject to the approval of the Indemnitee asserting a claim under this Agreement; PROVIDED, HOWEVER, that any Indemnitee may elect to defend any Environmental Claim results from any actionat the cost and expense of Indemnitors, suit or proceeding brought or asserted against an Indemnified Partyif, you shall assume in the judgment of the Indemnitee (i) the defense thereofis not proceeding or being conducted in a satisfactory manner, including or (ii) there is a conflict of interest between any of the employment of counsel reasonably satisfactory parties to the Indemnified Party Environmental Claim. If Indemnitee so elects, Indemnitors may participate in the defense of any such Claim on behalf of and the payment of all fees as it relates to Indemnitors and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereofconnection therewith, but the fees fees, costs and expenses of such counsel related thereto shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentIndemnitors. (c) With Notwithstanding anything in this Agreement to the contrary, Indemnitors shall not, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed), (i) settle or compromise any Environmental Claim or consent to the entry of any judgment that does not include the delivery by the claimant or plaintiff to Indemnitee of a written release of Indemnitee (in form, scope and substance satisfactory to Indemnitee in its sole discretion) from all liability in respect to of the Environmental Claim; or (ii) settle or compromise any Environmental Claim not within Paragraph in any manner that may materially and adversely affect Indemnitee as determined by Indemnitee in the good faith exercise of its discretion. (bd) of Section 9 hereof, you Indemnitee shall have 20 days from receipt the right to join and participate in, as a party if it so elects, any legal proceedings or actions in connection with the Property involving any Environmental Claim, any Hazardous Material or any Requirements of notice from the Indemnified Party Environmental Laws. In any circumstance in which this indemnity applies, Indemnitee may employ its own legal counsel and consultants to prosecute, negotiate, or defend any claim, action, or cause of such Claim within which to respond thereto. If you do not respond within such twenty-day periodaction, you shall be deemed to have accepted responsibility to make payment and Indemnitee shall have no further the right to contest compromise or settle the validity same in the exercise of such Claimits good faith discretion. If you notify Indemnitors shall reimburse Indemnitee upon demand for all costs and expenses incurred by Indemnitee, including the Indemnified Party within such twenty-day period that you reject such Claim amount of all costs of settlements entered into in whole good faith, and the reasonable fees and other costs and expenses of its attorneys and consultants, including without limitation those incurred in connection with monitoring and participating in any action or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable lawproceeding.

Procedures Relating to Indemnification. (a) An indemnified person Person under Section 8 of this Agreement 9.2 or 9.4 (the “"Indemnified Party”") shall give prompt written notice to you the indemnifying party (the "Indemnifying Party") of any Loss in respect of which you have a duty to indemnify such Indemnified Party is seeking indemnification under Section 8 of this Agreement (a “Claim”)9.2 or 9.4, specifying in reasonable detail the nature of such Loss, the section or sections of this Agreement to which the Loss for which indemnification is soughtrelates, and the amount of such Loss (or if not then determinable, its best estimate of the amount of such Loss), except that any delay or failure to so to notify you the Indemnifying Party shall only relieve you the Indemnifying Party of your its obligations hereunder to the extent, if at all, and only to the extent that you are it is actually prejudiced by reason of such delay or failure. Any such notice given by any Indemnified Party under this Section 9.6 shall be given as provided in Section 11.2. (b) If a Claim results Loss is suffered or incurred for or on account of or arises from any actionor in connection with a Third Party Claim, suit or proceeding brought or asserted against an Indemnified Party, you the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding Third Party Claim and participate in such defense thereofthereof at its own expense; provided, but however, if in the fees and expenses of such counsel shall be at the expense reasonable operation of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expensesParty's counsel, (ii) you have failed within a reasonable time to assume conflict with the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel Indemnifying Party's legal position arises that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and warrants the Indemnified Party (in which case you obtaining its own counsel, the Indemnifying Party shall not have pay the right expenses of the Indemnified Party's counsel. The Indemnifying Party shall not, without the Indemnified Party's prior written consent, settle or compromise any Third Party Claim or consent to the entry of any judgment with respect to any Third Party Claim. If the Indemnifying Party fails to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Third Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in parttwenty (20) business days after notice thereof, the Indemnified Party shall be free have the right to pursue undertake the defense, compromise or settlement of such remedies as may be available to Third Party Claim for the Indemnified Party under applicable lawaccount of the Indemnifying Party.

Procedures Relating to Indemnification. (a) An indemnified person Indemnitor shall at -------------------------------------- its own cost, expense, and risk: (i) defend all suits, actions, or other legal or admin istrative proceedings that may be brought or instituted against an Indemnitee or Indemnitees, as the case may be, on account of any matter or matters arising under or within Section 8 2 above; (ii) pay or satisfy any judgment or decree that may be recorded against an Indemnitee or Indemnitees, as the case may be, in any such suit, action, or other legal or administrative proceedings; and (iii) reimburse Indemnitee or Indemnitees, as the case may be, for the cost of, or for any payment made by any of them, with respect to any reasonable expenses incurred in connection with the Material of Environmental Concern undertaken as a result of any demands, causes of actions, lawsuits, proceedings, or any other claims threatened, made, or brought against any Indemnitee or Indemnitees, as the case may be, arising out of the obligations of Indemnitor under this Indemnity Agreement or the Borrower under the Deed of Trust. Indemnitor shall have no liability under this paragraph (a) unless the “Indemnified Party”) shall give Agent shall, after receiving actual knowledge of any suit, action or proceeding for which Indemnitees may seek indemnification under this paragraph (a), have given reasonable written notice thereof to you of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failureIndemnitor. (b) If Counsel selected by Indemnitor pursuant to Section 4(a) above shall be subject to the reasonable approval of the Indemnitee or Indemnitees, as the case may be, asserting a Claim results from claim hereunder; provided, however, that Indemnitee -------- ------- or Indemnitees, as the case may be, may elect to defend any such claim, lawsuit, action, suit legal, or administrative proceeding brought at the cost and expense of Indemnitor, if, in the reasonable judgment of the Indemnitee or asserted against an Indemnified PartyIndemnitees, you shall assume as the case may be, (i) the defense thereofis not proceeding or being conducted in a satisfactory manner, including or (ii) there is a conflict of interest between any of the employment of parties to such lawsuit, action, legal, or administrative proceeding, and in either case Indemnitor have not provided substitute counsel reasonably satisfactory to Indemnitees promptly after written request therefor by Indemnitees. (c) Notwithstanding anything in this Indemnity Agreement to the Indemnified Party contrary, Indemnitor shall not, nor shall Indemnitor allow the Borrower without the prior written con sent of the Agent (which consent shall not be unreasonably withheld or delayed)to , (i) settle or compromise any action, suit, proceeding, or claim relating, directly or indirectly, to any Material of Environmental Concern or any Environmental Claim or consent to the entry of any judgment therein for which the Agent or Lenders might be wholly or partially liable that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Agent and Lenders of a written release of the payment Agent and Lenders (in form, scope and substance satisfactory to the Agent and Lenders in their reasonable judgment) from all liability in respect of all fees such action, suit, or proceeding; or (ii) settle or compromise any action, suit, proceeding, or claim relating, directly or indirectly, to any Material of Environmental Concern or any Environmental Claim in any manner that may materially and expensesadversely affect the Agent or Lenders as determined by any Lender and/or the Agent in their reasonable judgment. (d) Without limiting the rights of Indemnitor pursuant to Section 4(b) above, the Agent and Lenders shall have the right (upon written notice to Indemnitor) to join and participate in, as a party if they so elect, any legal proceedings or actions in connection with the Property involving any Environmental Claim, any Material of Environmental Concern or any Requirements of Environmental Law. The Indemnified Party In any circumstance in which this indemnity applies, the Agent and Lenders may employ their own legal counsel and consultants to prosecute or defend any claim, action, or cause of action. Indemnitor shall have the right to employ separate counsel compromise or settle the same in such actiongood faith without the necessity of showing actual liability therefor, suit with the consent of Indemnitees (which consent shall not be unreasonably withheld or proceeding delayed). Indemnitor shall reimburse the Agent and participate Lenders upon demand for all reasonable costs and expenses incurred by the Agent and Lenders, including the amount of all costs of settlements entered into in such defense thereofaccordance with the preceding sentence, but and the fees and other costs and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees its attorneys and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (consultants including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, without limitation those incurred in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees monitoring and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff participating in any such action, suit action or proceeding, you agree including costs incurred pursuant to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentSection 4(b) above. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person The Lender shall give the -------------------------------------- Purchaser prompt written notice of any damages claim asserted against Lender or discovery of fact upon which the Lender intends to base a request for indemnification under Section 8 7.04(c). If such damages claim or the circumstances giving rise to Lender's belief that a legal action or proceeding will be commenced, the Purchaser may, at its option assume the defense of this Agreement (the “Indemnified Party”) shall give any claim in such legal action or proceeding by giving written notice to you the Lender within thirty (30) days of any Loss in respect receipt of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason notice of such delay or failure. (b) If a Claim results claim from any action, suit or proceeding brought or asserted against an Indemnified Party, you shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party Lender and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate appoint as lead counsel in such actiondefense any legal counsel that is reasonably acceptable to the Lender. In such event, suit or proceeding and the Lender shall be entitled to participate in such defense thereofin, but not control, (unless Lender in good faith believes its rights will otherwise be prejudiced) the fees defense and expenses to employ counsel of its choice for such counsel purpose; provided, however, that such employment shall be at the Lender's own expense (unless Lender's counsel is employed because of Lender's good faith belief that its rights may be prejudiced) unless the Indemnified Party unless (i) you have agreed in writing to pay such fees Lender and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the Purchaser are both named parties to any such action, suit or the proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in Lender has reasonably concluded that there may be one or more legal defenses which case you shall not have the right to assume the defense of such action, suit are different from or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by those available to the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurredPurchaser. You The Purchaser shall not be liable for any settlement settlement, compromise, discharge or other disposition of damages by the Lender that Lender obtains without the prior written consent of the Purchaser, which shall not be unreasonably withheld or denied. The parties shall cooperate in the defense of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment claim and shall have no further right to contest the validity of furnish such Claim. If you notify the Indemnified Party within records, information and testimony, provide such twenty-day period that you reject witnesses and attend such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies conferences and proceedings as may be available to the Indemnified Party under applicable lawreasonably requested in connection therewith.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 of this Agreement (Any losses, claims, damages, costs, expenses, fines or liabilities for which an Indemnitee is entitled to indemnification hereunder shall be paid by the “Indemnified Party”) shall give written notice to you of any Loss Indemnitor as such losses, claims, damages, costs, expenses, fines or liabilities are incurred, except as otherwise provided in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”Sections 1(a), specifying in reasonable detail the nature of the Loss for which indemnification is sought1(b), except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent3(c), if at all, that you are actually prejudiced by reason of such delay or failureand 4(d). (b) If a Claim results All amounts required to be paid or reimbursed to any Indemnitee hereunder shall bear interest from any action, suit the later of the date of payment by such Indemnitee or proceeding brought or asserted against an Indemnified Party, you shall assume the defense thereof, including the employment date of counsel reasonably satisfactory written demand to the Indemnified Party Indemnitors hereunder, until paid to such Indemnitee, at a rate of 8% per annum. (c) In any circumstance in which the Indemnitors, individually or collectively, are not performing his, its or their obligations hereunder to the Company's reasonable satisfaction, the Company may, but shall not be obligated to, employ its own legal counsel and consultants to investigate, prosecute, negotiate, or defend any Claims against the Company and the payment of all fees and expenses. The Indemnified Party Company shall have the right to employ separate counsel compromise or settle the same without the necessity of showing actual liability therefor, and without the consent of Indemnitors. Indemnitors shall reimburse the Company monthly, upon demand, for all fees and costs incurred by the Company in investigating, prosecuting, negotiating, or defending any such Claims. (d) The Indemnitors shall not, without the prior written consent of the Company, (i) settle or compromise any action, suit, proceeding, or claim or consent to the entry of any judgment that does not include as an unconditional term thereof the delivery by the claimant to the Company of (x) a full and complete written release of the Company (in form, scope and substance satisfactory to the Company in its sole discretion) from all liability in respect of such action, suit or proceeding and participate in such defense thereof, but the fees and expenses (y) a dismissal with prejudice of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expensessuit, action or proceeding; or (ii) you have failed within a reasonable time to assume the defense and employ counsel settle or (iii) the named parties to compromise any such action, suit suit, proceeding, or proceeding (including claim in any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel manner that representation of such Indemnified Party and you may adversely affect the Company as determined by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (Company in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentits sole discretion. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person or entity under Section 8 of this Agreement 10.2 (the “an "Indemnified Party”") seeking indemnification from the Escrow Amount shall give prompt written notice to you the Representative, as agent for the Company Shareholders, with a copy to the Escrow Agent of any Loss claim or event known to it which gives rise or, in respect of which you have its reasonable judgment, may give rise to a duty to indemnify such claim for indemnification hereunder by the Indemnified Party against the Company Shareholders; provided, that, the failure of any Indemnified Party to give notice as provided in this Section 10.5 shall not relieve the Company Shareholders of their obligations under Section 8 of this Agreement (a “Claim”)Article X, specifying in reasonable detail except to the nature extent that such failure has materially and adversely affected the rights of the Loss Company Shareholders. In the case of any claim for which indemnification is soughthereunder arising out of a claim, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failure. (b) If a Claim results from any action, suit or proceeding brought by any person who is not a Party to this Agreement (a "Third-Party Claim"), the Indemnified Party seeking indemnification from the Escrow Amount shall also give the Representative, as agent for the Company Shareholders, copies of any written claims, process or asserted legal pleadings with respect to such Third-Party Claim promptly after such documents are received by the Indemnified Party. (b) Except as otherwise provided in paragraph (c) below, the Indemnified Parties shall be entitled to control the defense of any Third-Party Claim; provided, however, that the Representative, as agent for the Company Shareholders, may elect, at the Company Shareholders' own cost and expense, to participate in any Third-Party Claim; provided further, however, that neither the Representative nor any Company Shareholder shall take any action with respect to such Third-Party Claim before consulting with, and receiving the consent of, each Indemnified Party involved. If the Representative, as agent for the Company Shareholders, elects to participate in a Third-Party Claim, the Representative shall, within thirty (30) days of its receipt of the notice provided pursuant to Section 10.5(a) hereof (or sooner, if the nature of such Third-Party Claim so requires), notify the related Indemnified Party of its intent to do so. The Representative and each Company Shareholder shall reasonably cooperate in the compromise of, or defense against, such Third-Party Claim. The Company Shareholders shall be responsible for the payment of each Indemnified Party's costs and expenses incurred in connection with such cooperation, and such expenses shall constitute Losses incurred or suffered by the Buyer within the meaning of Section 10.2 hereof. The Indemnified Party shall not consent to entry of any judgment or enter into any settlement without the prior written consent of the Representative, as agent for the Company Shareholders, which consent shall not be unreasonably withheld, conditioned or delayed. (c) If the Indemnified Party elects not to compromise or defend against a Third-Party Claim, the Representative, on behalf of the Company Shareholders shall pay, compromise or defend such Third-Party Claim at the Company Shareholders own cost and expense. The Representative shall, within thirty (30) days (or sooner, if the nature of such Third-Party Claim so requires), notify the Indemnified Party of its intent to pay, compromise or defend such Third-Party Claim, and such Indemnified Party shall reasonably cooperate in the compromise of, or defense against, such Third-Party Claim. The Company Shareholders shall be responsible for the payment of the Indemnified Parties' costs and expenses incurred in connection with such cooperation, and such costs and expenses shall constitute Losses incurred or suffered by the Buyer within the meaning of Section 10.2 hereof. Neither the Representative nor any Company Shareholder shall consent to entry of any judgment or enter into any settlement without the prior written consent of each related Indemnified Party (which consent shall not be unreasonably withheld), unless such judgment or settlement provides solely for money Losses or other money payments for which such Indemnified Party is entitled to indemnification hereunder and includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of an unconditional release from all liability in respect of such Third-Party Claim; provided, that, notwithstanding the foregoing, the Representative shall not be entitled to settle any claim, action, suit or proceeding brought by a Taxing Authority in respect of Taxes without the prior written consent of the Buyer. After notice from the Representative, as agent for the Company Shareholders, to an Indemnified Party, you shall Party of its election to assume the defense thereofof a Third-Party Claim, including the employment of counsel reasonably satisfactory Company Shareholders shall not be liable to the such Indemnified Party and under this Article X for any legal expenses subsequently incurred by such Indemnified Party in connection with the payment of all fees and expenses. The defense thereof; provided, that, such Indemnified Party shall have the right to employ separate one counsel of its choice to represent such Indemnified Party if, in such actionIndemnified Party's reasonable judgment, suit or proceeding and participate in such defense thereof, but the fees and expenses a conflict of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both interest between such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation the Company Shareholders exists in respect of such Indemnified claim, or if there is a reasonable likelihood that a Third-Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not Claim may have the right to assume the defense of such action, suit or proceeding a material adverse effect on behalf of such an Indemnified Party). It is understood, however, and in that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for event the reasonable fees and expenses of only one such separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm counsel shall be designated in writing the responsibility of the Company Shareholders (and shall constitute Losses incurred or suffered by the Representatives of Buyer within the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) meaning of Section 9 10.2(a) hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law).

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied by a schedule or schedules setting forth the Indemnitee's calculation of such claim. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer pursuant to Section 3(a), Buyer shall notify Sellers in writing of such claim (aa "TAX CLAIM") An indemnified person under Section 8 within ten (10) days of this Agreement (receipt of any notice from the “Indemnified Party”) taxing authority, or such earlier time that would allow Sellers to timely respond to such claim or demand, and shall give written notice to you of any Loss Sellers such other information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, participate in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failure. (b) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, you shall and assume the defense thereofof any such claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such suit, action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit litigation or proceeding (including any impleaded partiesTax audit). If Sellers assume such defense, Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) include both and, without limiting the foregoing and notwithstanding anything else contained herein, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by refund suits or coxxxst the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by Tax Claim in any permissible manner. Notwithstanding the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you foregoing, Sellers shall not have the right to assume the defense of settle any such claim, suit, action, suit litigation or proceeding on behalf of such Indemnified Partywithout Buyer's prior written consent (which consent shall not be unreasonably withheld). It is understood, however, that you shall, Sellers and Buyer shall jointly control all proceedings taken in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out Tax Claim relating solely to Taxes of the same general allegations Companies or circumstances be liable the Subsidiaries for a Straddle Period. Buyer, the reasonable fees Companies and expenses of only one separate firm of attorneys (the Subsidiaries shall cooperate reasonably with Sellers in addition to contesting any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselvesTax Claim, which firm cooperation shall be designated in writing by include, without limitation, the Representatives retention and (upon Sellers' request) the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You Companies or the Subsidiaries settle or otherwise compromise any Tax Claim relating to a Seller Year or a Straddle Period without Sellers' prior written consent (which consent shall not be liable unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of a Company or a Subsidiary for any settlement of any such action, suit or proceeding effected a Straddle Period without your written consent, but if settled with such the other party's prior written consent or if there (which consent shall not be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentunreasonably withheld). (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. Any claims for indemnification made hereunder shall be accompanied by a schedule or schedules setting forth the Indemnitee's calculation of such claim. If a claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment to Buyer or the Acquired Group pursuant to Section 4(a), Buyer or the Acquired Group shall notify Shareholders Agent promptly in writing of any notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (aa "Tax Claim") An indemnified person under Section 8 of this Agreement (the “Indemnified Party”) and shall give written Shareholders Agent such other information with respect thereto as Shareholders Agent may reasonably request. The failure of Buyer to provide prompt notice to you Shareholders Agent of any Loss a Tax Claim shall reduce Indemnification hereunder only in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder case and to the extent, if at all, that you are actually prejudiced by reason extent such failure to provide prompt notice causes actual prejudice to the defense of such delay or failure. (b) If a Claim results from any actionTax Claim. Shareholders Agent may, suit or proceeding brought or asserted against an Indemnified Partyat its own expense, you shall participate in and assume the defense thereofof any such claim, suit, action, litigation or proceeding (including any Tax audit). If Shareholders Agent assumes such defense, Shareholders Agent shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the employment foregoing and notwithstanding anything else contained herein, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. Notwithstanding the foregoing, Shareholders Agent shall not settle or compromise any such claim, suit, action, litigation or proceeding without Buyer's and the Acquired Group's prior written consent, as applicable, (which consent shall not be unreasonably withheld). Shareholders Agent and Buyer and the Acquired Group shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of counsel the Acquired Group for a Straddle Period. Buyer, the Acquired Group and their Affiliates shall cooperate reasonably satisfactory with Shareholders Agent in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Shareholders Agent's request) the provision to Shareholders Agent of records and information which are reasonably relevant to such Tax Claim, execution of powers of attorney in favor of Shareholders Agent and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer or the Acquired Group settle or otherwise compromise any Tax Claim relating to a Seller Year or a Seller portion of a Straddle Period of the Acquired Group without Shareholders Agent's prior written consent (which consent shall not be unreasonably withheld). Notwithstanding anything to the Indemnified Party contrary contained herein, the party controlling the proceedings in connection with the Tax Claim shall keep the other party informed of all material developments and events relating to such Tax Claim and the payment of all fees other party, at its own cost and expenses. The Indemnified Party expense and with its own counsel, shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, (but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iiinot control) the named parties to any such action, suit applicable audit or proceeding (including any impleaded parties) include both such Indemnified Party examination and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentTax Claim. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person In order for an Indemnified Person to be entitled to any indemnification provided for under Section 8 of this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person must notify the “Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim within 10 Business Days after receipt by such Indemnified Party”) shall give Person of written notice to you of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which Third-Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification is soughtprovided hereunder in the absence of actual and material prejudice as a result of such failure. Thereafter, except that any delay or failure so to notify you the Indemnified Person shall only relieve you of your obligations hereunder promptly deliver to the extent, if at all, that you are actually prejudiced Indemnifying Person copies of all notices and documents (including court papers) received by reason of such delay or failure. (b) the Indemnified Person relating to the Third-Party Claim. If a Third-Party Claim results from any action, suit or proceeding brought or asserted is made against an Indemnified Party, you shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and Person, the payment of all fees and expenses. The Indemnified Party Indemnifying Person shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense (at the Indemnifying Person's expense) of any such Third-Party Claim through counsel of its own choosing by so notifying the Indemnified Person within 10 Business Days after the first receipt by the Indemnifying Person of such actionnotice described above; PROVIDED, suit or proceeding on behalf HOWEVER, that any such counsel shall be reasonably satisfactory to the Indemnified Person. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between the Indemnified Person and Indemnifying Person exists in respect of such Indemnified Party). It is understoodThird-Party Claim, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for Indemnifying Person shall pay the reasonable fees and expenses of only one separate firm of attorneys (such additional counsel as may be required to be retained in addition order to any local counsel) at any time eliminate such 49 conflict. The Indemnifying Person will be liable for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense of any Third-Party Claim (other than during any period in which the Indemnified Person will have failed to give notice of a Third-Party Claim as provided above). If the Indemnifying Person elects to assume the defense of a Third-Party Claim, the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Indemnifying Person, the retention, and the provision to the Indemnifying Person, of records and information reasonably relevant to such Third-Party Claim, and making employees of the Business available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Notwithstanding the foregoing, in the event a Third-Party Claim is made against the Indemnified Person as to which such Indemnified Person is entitled to seek indemnification hereunder and (i) such Indemnified Person reasonably concludes that the Indemnifying Person is not diligently defending such Indemnified Person or (ii) if the Indemnified Person believes in good faith that there is a reasonable possibility that a Third-Party Claim may materially and adversely affect the ongoing business of the Indemnified Person, then the Indemnified Person shall be reimbursed promptly as they are incurredentitled to settle, compromise and defend (and to employ counsel of its choice) such Third-Party Claims; PROVIDED, HOWEVER, the Indemnifying Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnified Person, it being understood that the Indemnified Person shall control such defense. You If the Indemnified Person does not settle, compromise and defend such Third-Party Claim, the Indemnifying Person shall then have the right to contest and defend (but not settle) such Third-Party Claim. If the Indemnifying Person elects to defend or prosecute any Third-Party Claim, the Indemnified Person shall agree to any settlement, compromise or discharge of such Third-Party Claim the Indemnifying Person may recommend and that, by its terms, discharges the Indemnified Person and its Affiliates from full liability in connection with such Third-Party Claim; PROVIDED, HOWEVER, that, the Indemnifying Person shall not consent to, and the Indemnified Person shall not be liable for required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnified Person or its Affiliates or (ii) does not include as an unconditional term thereof the giving of any a release from all liability with respect to such action, suit Third-Party Claim by each claimant or proceeding effected without your written consent, but if settled with plaintiff to each Indemnified Person that is the subject of such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Third-Party from and against any loss, liability, damage or expense by reason by such Claim. The settlement or judgment. (c) With respect consent to any Claim not within Paragraph (b) entry of Section 9 hereof, you judgment shall have 20 days from receipt require the prior approval of notice from the Indemnified Party Person. For purposes of such Claim within which this subparagraph, "consent to respond thereto. If you do not respond within such twenty-day period, you entry of judgment" shall be deemed read to have accepted responsibility encompass failure by the Indemnifying Person to make payment finally pursue and shall have no further right to contest perfect any rights of appeal, including discretionary appellate review in the validity nature of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole certiorari petition or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable lawotherwise.

Procedures Relating to Indemnification. Except as to matters -------------------------------------- covered by Sections 10.4(c) and (a) An indemnified person under Section 8 d), in the event that any lawsuit, enforcement action, or other proceeding is filed against an Indemnified Party with respect to any third-party claim or the Indemnified Party receives notice of, or becomes aware of, a condition or event which otherwise entitles or may entitle such party to the benefit of this Agreement any indemnity hereunder, written notice thereof (the “Indemnified Party”"Claim Notice") shall give written be given to the Indemnifying Party in good faith, as promptly as practicable and in any event within ten (10) business days after receipt of notice to you or service of any Loss in respect the notice, complaint, citation or summons; provided that the failure of which you have a duty to indemnify such an Indemnified Party to give such Claim Notice shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is prejudiced by such failure to give such Claim Notice. Notwithstanding the foregoing, a Claim Notice that relates to a representation or warranty that is subject to a survival period set forth in Section 8 of this Agreement (a “Claim”)11.1 must be made within such survival period, specifying whether or not the Indemnifying Party is prejudiced by any failure to give the Claim Notice. The Claim Notice shall describe in reasonable detail the nature of the Loss for which indemnification is soughtclaim, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder including an estimate, to the extentextent readily available, if at all, of the amount of Damages that you are actually prejudiced have been or may be suffered or incurred by reason of such delay or failure. (b) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, you shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and attributable to such claim, the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense basis of the Indemnified Party unless (i) you have agreed Party's request for indemnification under this Agreement and all information in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in Party's possession relating to such claim which case you shall not have the right to assume the defense of such action, suit can be reasonably provided without undue delay or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentexpense. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person In order for an Indemnified Person to be entitled to any indemnification provided for under Section 8 of this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "THIRD PARTY CLAIM"), such Indemnified Person must notify the “Indemnifying Person in writing, and in reasonable detail, of the Third Party Claim within ten Business Days after receipt by such Indemnified Party”) shall give Person of written notice to you of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which Third Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification is sought, provided hereunder except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failure. (b) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, you shall assume extent the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party Indemnifying Person shall have been advised by its counsel that representation actually prejudiced as a result of such Indemnified Party and you by failure (except that the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You Indemnifying Person shall not be liable for any settlement expenses incurred during the period in which the Indemnified Person failed to give such notice). Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, within five Business Days after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Person (except as provided in Section 12.1(f)), the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Person and reasonably satisfactory to the Indemnified Person. Should the Indemnifying Person so elect to assume the defense of a Third Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal and other professional adviser expenses subsequently incurred by the Indemnified Person in connection with the defense thereof. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. The Indemnifying Person shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof (other than during any period in which the Indemnified Person shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Person chooses to defend or prosecute any Third Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person's request) the provision to the Indemnifying Person of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Person shall have assumed the defense of a Third Party Claim, (i) the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such actionThird Party Claim without the Indemnifying Person's prior written consent (which consent shall not be unreasonably withheld) and (ii) the Indemnifying Person shall not, suit or proceeding effected without your written the Indemnified Party's consent, but settle, compromise or discharge (A) any Third Party Claim if settled with such written consent settlement, compromise or if there be a final judgment for the plaintiff in discharge imposes any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from equitable obligations on the Indemnified Party of such or (B) any Third Party Claim within which to respond theretofor an amount that together with all other amounts therefore paid by the Indemnifying Party under Section 12.1 (a) or (b), as the case may be, would exceed $20,000,000 in the aggregate. If you do not respond within such twenty-day period, you All Tax Claims shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable lawgoverned by Section 7.4.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 of this Agreement (In the “Indemnified Party”) shall give written notice to you of any Loss in respect of which you have event that either a duty to indemnify such Purchaser Indemnified Party under Section 8 or a Seller Indemnified Party desires to assert a demand, claim or circumstance that, immediately or with the lapse of this Agreement time, could give rise to a claim (a “Claim”) for indemnification pursuant to this Article X, such Person seeking indemnification (the “Indemnitee”) shall, as promptly as is reasonably practicable after becoming aware of the demand, claim or circumstance, deliver written notice (such notice, a “Claims Notice”) to the Party from whom indemnification is sought (the “Indemnitor”); provided, however, that, except as otherwise provided in Section 10.01 or Section 10.06(a), specifying a failure to give such notice shall not affect the Indemnitee’s right to indemnification hereunder except to the extent that the Indemnitor is actually prejudiced thereby. The Claims Notice shall describe the Claim in reasonable detail and shall indicate the amount (estimated, if necessary) and nature of the Loss for Damages, and the method of computation thereof, that has been or may be suffered by the Indemnitee and the provisions of this Agreement in respect of which such right of indemnification is sought, except that any delay sought or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failurearises. (b) If a Claim results Promptly after receipt from any actionthird-party by an Indemnitee of a notice of any demand, suit claim or proceeding brought circumstance that, immediately or asserted against an Indemnified Partywith the lapse of time, you could give rise to a claim or the commencement (or threatened commencement) of any Action or investigation (a “Third-Party Claim”) that may result in Damages with respect to which the Indemnitee would be entitled to indemnification pursuant to this Article X, the Indemnitee shall deliver a Claims Notice with respect thereto together with copies of any notices or other documents (including any court papers) received by the Indemnitee relating to such Third-Party Claim; provided, however, that, except as otherwise provided in Section 10.01 or Section 10.06(a), a failure to provide such notice shall not affect the Indemnitee’s right to indemnification hereunder except to the extent that the Indemnitor is actually prejudiced thereby (except that the Indemnitor shall not be liable for any expenses incurred during the period in which the Indemnitee failed to provide such notice). (c) The Indemnitor shall be entitled to settle or assume and control the defense thereofof any Third-Party Claim at its own expense and by its own counsel. If the Indemnitor elects to settle or defend such Third-Party Claim, including it shall notify the employment Indemnitee of counsel reasonably satisfactory its intent to the Indemnified Party do so, and the payment Indemnitee shall cooperate in the settlement of, or defense against, such Third-Party Claim including, if appropriate, making any reasonable counterclaim against such third-party or any cross claim or third-party claim against any Person related to such Third-Party Claim. Such cooperation shall also include (i) the retention of records and information that are reasonably relevant to such Third-Party Claim, (ii) promptly supplying the Indemnitor with copies of all fees papers, documents and expensesevidence in the Indemnitee’s possession or control and such other information within the Indemnitee's knowledge pertinent to such Third-Party Claims, (iii) making employees available on a mutually-convenient basis to provide additional information and explanation of any information or materials provided hereunder and producing at the appropriate place or places, at reasonable times, such witnesses under the Indemnitee's control as may reasonably be requested by the Indemnitor or its Representatives and (iv) promptly providing written notice of all material developments in connection with any such Third-Party Claims. The Indemnified Party Indemnitee shall have the right to employ employ, at its own expense, separate counsel in the defense of any such action, suit or proceeding Third-Party Claim and participate in the defense thereof (it being understood that the Indemnitor shall control such defense thereofdefense). The Indemnitor shall not settle or compromise any Third-Party Claim without the Indemnitee’s prior written consent (which shall not be unreasonably conditioned, but withheld or delayed), unless such settlement or compromise (A) includes a complete and unconditional release of the fees and expenses Indemnitee in respect of such counsel shall be at the expense of the Indemnified Third-Party unless (i) you have agreed in writing to pay such fees and expensesClaim, (iiB) you have failed does not subject the Indemnitee to any injunctive relief or other equitable remedy and (C) there is no finding or admission of any violation of Law and does not include a statement or admission of fault or culpability by or on behalf of any Indemnitee. (d) If the Indemnitor, within a reasonable time after its receipt of any Claims Notice in respect of a Third-Party Claim, fails to notify the Indemnitee of its intent to settle or assume and control the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Third-Party and you by Claim, the same counsel would be inappropriate under applicable standards of professional conduct Indemnitee shall (whether or not such representation by upon further notice to the same counsel has been proposedIndemnitor) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to undertake the defense of such Third-Party Claim (without impairing or otherwise affecting its rights to obtain indemnification pursuant to this Article X), subject to the right of the Indemnitor to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) Third-Party Claim at any time for all prior to the final settlement or compromise thereof. Whether or not the Indemnitor assumes the defense of a Third-Party Claim, the Indemnitee shall not consent to the entry of any judgment or admit any liability with respect to, or settle, compromise or discharge, such Indemnified Parties not having actual or potential differing interests with you or among themselves, Third-Party Claim without the Indemnitor’s prior written consent (which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You consent shall not be liable for any settlement of any such actionunreasonably conditioned, suit withheld or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentdelayed). (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person Person under Section 8 of this Agreement Sections 7.2(a) or 7.5(a) (the “Indemnified Party”) shall give prompt written notice to you the indemnifying party (the “Indemnifying Party”) of any Loss in respect of which you have a duty to indemnify such Indemnified Party is seeking indemnification under Section 8 of this Agreement (a “Claim”Sections 7.2(a) or 7.5(a), specifying in reasonable detail the nature of such Loss, the section or sections of this Agreement to which the Loss for which indemnification is soughtrelates, and the amount of such Loss (or if not then determinable, its best estimate of the amount of such Loss), except that any delay or failure to so to notify you the Indemnifying Party shall only relieve you the Indemnifying Party of your its obligations hereunder to the extent, if at all, that you are actually it is prejudiced by reason of such delay or failure. Any such notice given by any Indemnified Party under Section 7.7(a) to a Seller shall be given to the Parent. (b) If a Claim results Loss is suffered or incurred for or on account of or arises from or in connection with any demand, claim, suit, action, suit cause of action, investigation or proceeding brought or asserted against an Indemnified Partyinquiry by a Person not party to this Agreement (a “Third Party Claim”), you the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding Third Party Claim and participate in such defense thereofthereof at its own expense. The Indemnifying Party shall not, but the fees and expenses of such counsel shall be at the expense of without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, settle or compromise any Third Party unless (i) you have agreed in writing Claim or consent to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties entry of any judgment with respect to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Third Party and you and such Indemnified Claim. If the Indemnifying Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right fails to assume the defense of such actionany Third Party Claim within twenty (20) business days after notice thereof, suit the Indemnified Party shall have the right to undertake the defense, compromise or proceeding on behalf settlement of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in Third Party Claim for the same jurisdiction arising out account of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentIndemnifying Party. (c) With respect to any Claim not within Paragraph Loss (b) other than any Loss suffered or incurred for or on account of Section 9 hereofor arising from or in connection with any Third Party Claim), you the Indemnifying Party shall have 20 thirty (30) business days from receipt of notice from the Indemnified Party of such Claim Loss within which to respond thereto. If you do the Indemnifying Party does not respond within such twenty-thirty (30) business day period, you the Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify Loss. (d) The Indemnifying Party shall promptly pay the Indemnified Party within such twenty-day period that you reject such Claim any amount due under this Article VII, which payment may be accomplished in whole or in part, at the option of the Indemnified Party, by the Indemnified Party setting off any amount owed to the Indemnifying Party by the Indemnified Party. To the extent set-off is made by an Indemnified Party in satisfaction or partial satisfaction of an indemnity obligation under this Article VII that is disputed by the Indemnifying Party, upon a subsequent determination by final judgment not subject to appeal that all or a portion of such indemnity obligation was not owed to the Indemnified Party, the Indemnified Party shall pay the Indemnifying Party the amount that was set off and not owed, plus interest at the rate per annum of 5% (500 basis points) beginning on the date of set-off and continuing until the date of payment to the Indemnifying Party of all such funds by the Indemnified Party. The right to set-off in this Section 7.7(d) shall be free without prejudice and in addition to pursue such remedies as may be available any right of set-off, lien or other right to which the Indemnified Party under applicable is at any time otherwise entitled (whether by operation of law, agreement or otherwise).

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 of this Agreement Indemnified Person (the “"Indemnified Party”") shall give prompt written notice to you the Stockholders Representatives (as defined in Section 4.5(a) as representatives of the indemnifying parties (collectively, the "Indemnifying Party") of any Loss in respect of which you have a duty to indemnify such Indemnified Party is seeking indemnification under Section 8 of this Agreement (a “Claim”Sections 4.2(a), specifying in reasonable detail the nature of such Loss, the section or sections of this Agreement to which the Loss for which indemnification is soughtrelates, and the amount of such Loss (or if not then determinable, its best estimate of the amount of such Loss), except that any delay or failure so to notify you the Indemnifying Party shall only relieve you the Indemnifying Party of your its obligations hereunder to the extent, if at all, that you are actually it is prejudiced by reason of such delay or failure. (b) If a Claim results Loss is suffered or incurred for or on account of or arises from or in connection with any demand, claim, suit, action, suit cause of action, investigation or proceeding brought or asserted against an Indemnified Partyinquiry by a person not party to this Agreement (a "Third Party Claim"), you the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding Third Party Claim and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. The Indemnifying Party unless (i) you shall not, without the Indemnified Party's prior written consent, settle or compromise any Third Party Claim or consent to the entry of any judgment with respect to any Third Party Claim which would have agreed an adverse effect on the Indemnified Party, except that the Indemnifying Party may, without the Indemnified Party's prior written consent, compromise or settle any such Third Party Claim or consent to entry of any judgment with respect to any Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in writing to pay respect of such fees and expenses, (ii) you have failed within a reasonable time Third Party Claim. If the Indemnifying Party fails to assume the defense and employ counsel or (iii) of any Third Party Claim within 20 business days after notice thereof, the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation the right to undertake the defense, compromise or settlement of such Indemnified Third Party and you by Claim for the same counsel would be inappropriate under applicable standards account of professional conduct (whether or not such representation by the same counsel has been proposed) due Indemnifying Party, subject to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right of the Indemnifying Party to assume the defense of such actionThird Party Claim with counsel reasonably satisfactory to the Indemnified Party at any time prior to the compromise, suit settlement or proceeding on behalf final determination thereof. No Indemnified Party shall, without the Indemnifying Party's prior written consent, settle or compromise any Third Party Claim or consent to the entry of any judgment with respect to any Third Party Claim unless such Indemnified Party has undertaken the defense, compromise or settlement in accordance with this Section 4.4(b) and the consent compromise or settlement of such Indemnified Third Party Claim requires solely money damages to be paid by the Indemnifying Party), and which includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnifying Party from all liability in respect of such Third Party Claim. It is understood, however, that you shall, The Indemnifying Party shall pay any Loss suffered or incurred for or on account of or arising from or in connection with any one actionThird Party Claim with respect to which an Indemnified Party has undertaken the defense, suit compromise or proceeding or separate but substantially similar or related actions, suits or proceedings settlement in the same jurisdiction arising out accordance with this Section 4.4(b) within 20 business days of the same general allegations or circumstances be liable for the reasonable fees and expenses receipt of only one separate firm of attorneys (in addition to any local counsel) at any time for all notice from such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives Party of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentLoss. (c) With respect to any Claim not within Paragraph Loss (b) other than any Loss suffered or incurred for or on account of Section 9 hereofor arising from or in connection with any Third Party Claim), you the Stockholders Representatives shall have 20 30 business days from receipt of notice from the Indemnified Party of such Claim Loss within which to respond theretoin writing whether the Indemnified Party accepts responsibility for the Loss or contests the validity of such Loss. If you do not neither of the Stockholders Representatives respond within such twenty-30 business day period, you the Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable lawLoss.

Procedures Relating to Indemnification. (a) An indemnified person In order for an Indemnified Person to be entitled to any indemnification provided for under Section 8 of this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a "Third-Party Claim"), such Indemnified Person must notify the “Indemnifying Person in writing, and in reasonable detail, of the Third-Party Claim within 10 Business Days after receipt by such Indemnified Party”) shall give Person of written notice to you of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature of the Loss for which Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification is sought, provided hereunder except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are extent the Indemnifying Person shall have been actually prejudiced by reason as a result of such delay or failure. (b) . If a Third-Party Claim results from any action, suit or proceeding brought or asserted is made against an Indemnified PartyPerson, you shall the Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof, including thereof with counsel selected by the employment of counsel Indemnifying Person and reasonably satisfactory to the Indemnified Person. Should the Indemnifying Person so elect to assume the defense of a Third-Party and Claim, the payment of all Indemnifying Person will not be liable to the Indemnified Person for legal fees and expensesexpenses subsequently incurred by the Indemnified Person in connection with the defense thereof. The If the Indemnifying Person assumes such defense, the Indemnified Party Person shall have the right to employ separate counsel in such action, suit or proceeding and participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense thereof, but defense. The Indemnifying Person shall be liable for the fees and expenses of such counsel employed by the Indemnified Person for any period during which the Indemnifying Person has not assumed the defense thereof (other than during any period in which the Indemnified Person shall be at the expense have failed to give notice of the Indemnified Third-Party unless (i) you have agreed Claim as provided above). If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim, all the parties hereto shall cooperate in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense or prosecution thereof. Such cooperation shall include the retention and employ counsel or (iiiupon the Indemnifying Person's request) the named parties provision to the Indemnifying Person of Records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis in the manner specified in Section 7.5 to provide additional information and explanation of any such action, suit material provided hereunder. Whether or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party not the Indemnifying Person shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume assumed the defense of a Third-Party Claim, the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in Third-Party Claim without the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys Indemnifying Person's prior written consent (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You consent shall not be liable for any settlement of any such action, suit unreasonably withheld or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentdelayed). (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person or entity under Section 8 of this Agreement Sections 8.2 or 8.5 (the “"Indemnified Party”") shall give prompt written notice to you the indemnifying party (the "Indemnifying Party") of any Loss in respect of which you have a duty to indemnify such Indemnified Party is seeking indemnification under Section 8 of this Agreement (a “Claim”)Sections 8.2 or 8.5, specifying in reasonable detail the nature of such Loss, the section or sections of this Agreement to which the Loss for which indemnification is soughtrelates, and the amount of such Loss (or if not then determinable, its best estimate of the amount of such Loss), except that any delay or failure so to notify you the Indemnifying Party shall only relieve you the Indemnifying Party of your its obligations hereunder to the extent, if at all, that you are actually it is prejudiced by reason of such delay or failure. Any such notice to be given by or to any Indemnified Party under Section 8.5 shall be given by or to the Stockholder Representative (as defined in Section 8.8). (b) If a Claim results Loss is suffered or incurred for or on account of or arises from or in connection with any demand, claim, suit, action, suit cause of action, investigation or proceeding brought or asserted against an Indemnified Partyinquiry by a person not party to this Agreement (a "Third Party Claim"), you the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding Third Party Claim and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. The Indemnifying Party unless (i) you shall not, without the Indemnified Party's prior written consent, settle or compromise any Third Party Claim or consent to the entry of any judgment with respect to any Third Party Claim which would have agreed an adverse effect on the Indemnified Party, except that the Indemnifying Party may, without the Indemnified Party's prior written consent, compromise or settle any such Third Party Claim or consent to entry of any judgment with respect to any Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in writing to pay respect of such fees and expenses, (ii) you have failed within a reasonable time Third Party Claim. If the Indemnifying Party fails to assume the defense and employ counsel or (iii) of any Third Party Claim within 30 business days after notice thereof, the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation the right to undertake the defense, compromise or settlement of such Indemnified Third Party and you by Claim for the same counsel would be inappropriate under applicable standards account of professional conduct (whether or not such representation by the same counsel has been proposed) due Indemnifying Party, subject to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right of the Indemnifying Party to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection Third Party Claim with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available counsel reasonably satisfactory to the Indemnified Party under applicable law.at any time prior to the compromise, settlement or final determination thereof. No Indemnified Party shall, without the Indemnifying Party's prior written consent, settle or compromise any Third Party Claim or consent to the entry of any judgment with respect to any Third Party Claim unless such Indemnified Party has undertaken the defense, compromise or settlement in accordance with this Section 8.7(b) and the consent compromise or settlement of such Third Party Claim

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 of this Agreement (the “Indemnified Party”) shall give written notice to you of any Loss in respect of which you have a duty to indemnify such If an Indemnified Party under Section 8 has or claims to have incurred or suffered or may reasonably incur or suffer Losses for which it is or may reasonably be entitled to indemnification, compensation or reimbursement with respect to an Indemnifiable Matter, then Purchaser shall deliver to the Seller, one or more certificates signed by any officer of this Agreement the applicable Indemnified Party on or before the last day of the applicable Survival Period (a “Claim” and a “Claim Notice”, as applicable): (i) stating (to the extent known or reasonably anticipated) that an Indemnified Party has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Losses; (ii) stating (to the extent known or reasonably anticipated) the amount of such Losses (which, in the case of Losses not yet incurred or paid, shall be the good faith estimate of the amount thereof, followed by an additional Claim Notice when such Losses are incurred and paid) (the “Claimed Amount”), ; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser) the individual items of such Losses included in the amount so stated, and the material facts and circumstances giving rise to the claim, and the nature of the Loss for claim to which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you such Losses are actually prejudiced by reason of such delay or failurerelated. (b) If Such Claim Notice (i) need only specify such information to the knowledge of such officer of Purchaser as of the date thereof, (ii) shall not limit any of the rights or remedies of any Indemnified Party with respect to the underlying facts and circumstances set forth in such Claim Notice and (iii) may be updated and amended from time to time by Purchaser to reflect new information learned by Purchaser by delivering any updated or amended Claim Notice, so long as the delivery of the original Claim Notice is made in compliance with this Agreement and within the applicable Survival Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Notice; provided that all claims for Losses properly set forth in a Claim results from Notice or any actionupdate or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, suit or proceeding brought or asserted against notwithstanding the expiration of such Survival Period. No delay in providing a Claim Notice within the Survival Period shall affect an Indemnified Party’s rights hereunder unless (and then only to the extent that) such delay shall have caused the Losses for which the Seller is obligated to be greater than such Losses would have been had the Indemnified Parties given the Seller prompt notice hereunder. (c) During the thirty (30) day period following the delivery of the Claim Notice (the “Dispute Period”), you shall assume the defense thereofSeller may deliver to Purchaser a written response (the “Response Notice”) in which it: (i) agrees that the full amount of the Claim is owed to the Indemnified Party (the “Agreed Amount”); (ii) agrees that part, including but not all, of the employment amount of counsel reasonably satisfactory the Claim is owed to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel is thus an Agreed Amount; or (iii) indicates that no part of the named parties amount of the Claim is owing to any such actionthe Indemnified Party. Any part of the Claim that is not agreed or deemed agreed to be owing to the Indemnified Party pursuant to the Response Notice shall be the “Contested Amount”. If a Response Notice is not duly given to Purchaser prior to the expiration of the Dispute Period, suit or proceeding (including any impleaded parties) include both such then the Seller shall be conclusively deemed to have agreed that the full amount of the Claim is owed to the Indemnified Party and you and such shall be deemed an Agreed Amount. (d) If (i) a Response Notice agreeing that an Agreed Amount is owed to the Indemnified Party is delivered or (ii) no Response Notice is delivered during the Dispute Period, then Purchaser shall have been advised by its counsel be entitled to receive payment equal to the full Agreed Amount in accordance with the provisions of Section 10.05 below. (e) If a Response Notice indicating that representation there is a Contested Amount is delivered, the Seller and Purchaser shall attempt in good faith for 30 days after delivery of the Response Notice to resolve the dispute related to the Contested Amount. If Purchaser and the Seller resolve such dispute, such resolution shall be binding on the Seller and the Indemnified Party Parties and you by a settlement agreement stipulating the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due amount owed to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel“Stipulated Amount”) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing signed by Purchaser and the Representatives of Seller. If the offering and that all such fees and expenses Stipulated Amount is owed to Purchaser, then Purchaser shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement entitled to receive an amount equal to the Stipulated Amount in accordance with the provisions of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentSection 10.05 below. (cf) With respect If the Seller and the Purchaser are unable to resolve the dispute relating to any Claim not Contested Amount within Paragraph thirty (b30) of Section 9 hereof, you shall have 20 calendar days from receipt of notice from after the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest date that the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available Response Notice is duly given pursuant to the Indemnified Party under applicable lawabove, then either Purchaser or the Seller may submit the claim described in the Claim Notice to resolution in accordance with Section 11.08 below.

Procedures Relating to Indemnification. (a) An indemnified person Indemnitor shall at its own cost, expense, and risk: (i) defend all suits, actions, or other legal or administrative proceedings that may be brought or instituted against an Indemnitee or Indemnitees, as the case may be, on account of any matter or matters arising under Section 8 or within SECTION 2 above; (ii) pay in or satisfy any judgment or decree that may be recorded against an Indemnitee or Indemnitees, as the case may be, in any such suit, action, or other legal or administrative proceedings; (iii) reimburse Indemnitee or Indemnitees, as the case may be, for the cost of, or any payment made by any of them for, any reasonable expenses incurred in connection with Hazardous Substances undertaken as a result of any demands, causes of actions, lawsuits, proceedings, or any other claims threatened, made, or brought against any Indemnitee or Indemnitees, as the case may be, arising out of the obligations of Indemnitor under this Agreement; and (iv) reimburse Indemnitee or Indemnitees, as the case may be, for any and all expenses, including, but not limited to, all reasonable legal expenses arising out of or attributable to, the above acts or in connection with enforcing the rights of Indemnitees under this Agreement (the “Indemnified Party”) shall give written notice to you of or in monitoring and participating in any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”)action, specifying in reasonable detail the nature of the Loss for which indemnification is soughtproceeding, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder litigation, subject to the extent, if at all, that you are actually prejudiced by reason provisions of such delay or failureSECTION 5(B) below. (b) If Counsel selected by Indemnitor pursuant to SECTION 5(A) above shall be subject to the approval of the Indemnitee or Indemnitees, as the case may be, asserting a Claim results from claim hereunder; provided, however, that Indemnitee or Indemnitees, in good faith, as the case may be, may elect to defend any such claim, lawsuit, action or legal or administrative proceeding, if, in the judgment of the Indemnitee or Indemnitees, as the case may be, (i) the defense is not proceeding or being conducted in a satisfactory manner, or (ii) there is a conflict of interest between any of the parties to such lawsuit, action, suit legal, or administrative proceeding. In the event the Indemnitee or Indemnitees elect to defend any such claim, lawsuit, action or legal or administrative proceeding brought or asserted against an Indemnified Party, you shall assume the defense thereof, including the employment of counsel reasonably satisfactory pursuant to the Indemnified Party preceding sentence, Indemnitor shall be responsible for the costs and expenses of the payment legal counsel engaged by Indemnitee or Indemnitees. Notwithstanding anything in this subsection, Lender may, at any time and at its own expense, employ its own legal counsel and consultants to prosecute, negotiate, or defend any such claim, action, or cause of all fees action, and expenses. The Indemnified Party Lender shall have the right at Lender's own expense to employ separate counsel in such settle or compromise any action, suit or proceeding and participate in such defense thereofsuit, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentclaim as Lender may determine. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 of this Agreement Sections 8.2 or 8.3 (the “"Indemnified Party”") shall give prompt written notice to you the indemnifying party (the "Indemnifying Party") of any Loss in respect of which you have a duty to indemnify such Indemnified Party is seeking indemnification under Section 8 of this Agreement (a “Claim”)8.2 or 8.3, specifying in reasonable detail the nature of such Loss and the amount of such Loss for which indemnification is sought(or if not then determinable, its best estimate of the amount of such Loss), except that any delay or failure so to notify you the Indemnifying Party shall only not relieve you the Indemnifying Party of your its obligations hereunder to the extent, if at all, that you are actually unless it is unreasonably prejudiced by reason of such delay or failure. (b) If a Claim results Loss is suffered or incurred for or on account of or arises from or in connection with any demand, claim, suit, action, suit cause of action, investigation or proceeding brought or asserted against an Indemnified Partyinquiry by a person not party to this Agreement (a "Third Party Claim"), you the Indemnifying Party shall be entitled, if it so elects, to assume the defense thereof by delivering a notice to the Indemnified Party within ten (10) business days of receipt of the Indemnified Party's notice thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding Third Party Claim and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expensesthe employment of counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether conduct, a material conflict or not such representation by other conflict in violation of ethical rules of professional conduct, between the same counsel has been proposed) due to actual or potential differing interests between you Indemnifying Party and the Indemnified Party exists with respect to such Third Party Claim; in each such case the Indemnifying Party shall be responsible for the fees and expenses of such separate counsel. The Indemnifying Party shall not, without the Indemnified Party's prior written consent, settle or compromise any Third Party Claim or consent to the entry of any judgment with respect to any Third Party Claim which would have a material adverse effect on the Indemnified Party, except that the Indemnifying Party may, without the Indemnified Party's prior written consent, compromise or settle any such Third Party Claim or consent to entry of any judgment with respect to any Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim. (c) If the Indemnifying Party fails to assume the defense of any Third Party Claim after notice thereof in which case you accordance with this Section 8.5, the Indemnified Party shall not have the right to undertake the defense, compromise or settlement of such Third Party Claim for the account of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such actionThird Party Claim with counsel reasonably satisfactory to the Indemnified Party at any time prior to the compromise, suit settlement or proceeding on behalf final determination thereof. No Indemnified Party shall, without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld or delayed, settle or compromise any Third Party Claim or consent to the entry of any judgment with respect to any Third Party Claim unless such Indemnified Party has undertaken the defense, compromise or settlement of such Indemnified Party)Third Party Claim in accordance with this Section 8.5(c) and the compromise or settlement of such Third Party Claim requires the Indemnifying Party to be responsible solely for money damages, and which includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnifying Party from all liability in respect of such Third Party Claim. It is understood, however, that you shall, The Indemnifying Party shall pay for any Loss suffered or incurred for or on account of or arising from or in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition Third Party Claim with respect to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any an Indemnified Party from and against any losshas undertaken the defense, liabilitycompromise or settlement in accordance with this Section 8.5(c), damage or expense by reason by such settlement or judgmentsubject to the limitations set forth in this Agreement. (cd) With respect to The amount of any Claim not within Paragraph Losses for which indemnification is available hereunder shall be an amount: (bi) net of Section 9 hereof, you shall have 20 days from receipt of notice from any Tax benefit actually realized by the applicable Indemnified Party in the Tax year in which such amount is paid to such Indemnified Party, and (ii) net of any insurance proceeds and any indemnity, contribution or other similar payment paid by any third party with respect thereto, and (iii) net of any reserves for such Claim within Losses which to respond thereto. If you do not respond within were taken into account for purposes of determining the Purchase Price as such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available Purchase Price is adjusted pursuant to the Indemnified Party under applicable lawprovisions of Sections 2.2 and 2.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 Promptly after the receipt by any party hereto of this Agreement notice of any claim, action, suit or proceeding of any third party which is subject to indemnification hereunder, such party or parties (the “"Indemnified Party”") shall give written notice of such claim (a "Notice of Claim") to you the party or parties obligated to provide indemnification hereunder (collectively, the "Indemnifying Party"), stating the nature and basis of such claim and the amount thereof, to the extent known. The failure of the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party's ability to seek indemnification from the Indemnifying Party. The Indemnifying Party shall be entitled to participate in the defense or settlement of such matter and the parties agree to cooperate in any Loss in respect of which you have a duty such defense or settlement and to give each other full access to all information relevant thereto. The Indemnifying Party shall not be obligated to indemnify such an Indemnified Party under Section 8 hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If any Notice of this Agreement Claim relates to a claim by a person or persons (a “Claim”other than by federal, state or local income tax authorities or by the Parent), specifying and the amount of such claim is acknowledged by the Company Stockholder to be fully covered by the foregoing indemnity, as limited herein, the Company Stockholder may elect to defend against such claim at their expense, in reasonable detail the nature lieu of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at allParent assuming such defense; provided, that you are actually prejudiced by reason of the Parent shall be entitled to participate in or monitor such delay or failure. (b) defense at its expense and the Company Stockholder will fully cooperate with the Parent and their counsel with respect thereto. If a Claim results from any actionthe Company Stockholder so elects to assume such defense, suit or proceeding brought or asserted against an Indemnified Party, you he shall assume the defense thereof, including the employment of retain counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expensesParent. The Indemnified Party shall have the right to employ separate counsel in such action, suit No compromise or proceeding and participate in such defense thereof, but the fees and expenses settlement of such counsel claim may be effected by either party without the other party's consent (which shall not be at the expense of the Indemnified Party unreasonably withheld) unless (i) you have agreed in writing to pay there is no finding or admission of any violation of law and no effect on any other claims that may be made against such fees other party and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel sole relief provided is monetary damages that representation of such Indemnified Party and you are paid in full by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by party seeking the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentsettlement. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 Except as provided otherwise herein, Indemnitor shall at its own cost and expense (i) defend all Environmental Claims that may be brought or instituted against any Indemnitee; (ii) pay any judgment or decree that may be recorded against any Indemnitee in connection with any Environmental Claim; and (iii) reimburse Indemnitee for the cost of, or for any payment made by any of this Agreement (the “Indemnified Party”) shall give written notice them, with respect to you of any Loss reasonable out-of-pocket expenses incurred in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature connection with any Environmental Claims against any Indemnitee arising out of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you obligations of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failureIndemnitor under this Agreement. (b) If Counsel selected by Indemnitor pursuant to Paragraph 6 (a) shall be subject to the approval of the Indemnitee asserting a claim under this Agreement, which approval shall not be unreasonably withheld or delayed; provided, however, that any Indemnitee may elect to defend any Environmental Claim results from any actionat the cost and expense of Indemnitor, suit or proceeding brought or asserted against an Indemnified Partyif, you shall assume in the reasonable judgment of the Indemnitee (i) the defense thereofis not being conducted in a satisfactory manner, including or (ii) there is a conflict of interest between the employment Indemnitee and any other party represented by counsel selected by Indemnitor. (c) Notwithstanding anything in this Agreement to the contrary, Indemnitor shall not, without the prior written consent of counsel reasonably Indemnitee (which consent shall not be unreasonably withheld or delayed), (i) settle or compromise any Environmental Claim or consent to the entry of any judgment that does not include the delivery by the claimant or plaintiff to Indemnitee of a written release of Indemnitee (in form, scope and substance satisfactory to Indemnitee in its reasonable discretion) from all liability in respect of the Indemnified Party Environmental Claim; or (ii) settle or compromise any Environmental Claim in any manner that may materially and adversely affect Indemnitee as determined by Indemnitee in the payment good faith exercise of all fees and expenses. The Indemnified Party its discretion. (d) Indemnitee shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions in connection with the Property involving any Environmental Claim. In any circumstance in which this indemnity applies, Indemnitee may employ separate its own legal counsel in such and consultants to prosecute, negotiate, or defend any claim, action, suit or proceeding and participate in such defense thereof, but the fees and expenses cause of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party Indemnitee shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume compromise or settle the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings same in the same jurisdiction arising out exercise of its good faith discretion, subject to the same general allegations reasonable approval of Indemnitor, which approval will not be unreasonably withheld or circumstances be liable delayed. Indemnitor shall reimburse Indemnitee upon demand for all costs and expenses incurred by Indemnitee, including the amount of all costs of settlements entered into in accordance with the foregoing, and the reasonable fees and other costs and expenses of only one separate firm of its attorneys (and consultants, including without limitation those incurred in addition to connection with monitoring and participating in any local counsel) at any time for all such Indemnified Parties not having actual action or potential differing interests with you or among themselves, which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurredproceeding. You Indemnitor shall not be liable obligated to pay for any settlement simultaneous representation of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment Indemnitee for the plaintiff same claim by two sets of counsel under Paragraphs 6(b) and this Paragraph 6(d), provided that in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) case of Section 9 hereof, you simultaneous representation the Indemnitee shall have 20 days from receipt of notice from the Indemnified Party of such Claim within right to select which counsel to terminate and which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable lawcontinue.

Procedures Relating to Indemnification. (a) An indemnified person under Subject to the provisions of Section 8 4(c), Indemnitor shall at its own cost, expense, and risk (i) defend all Environmental Claims that may be brought or instituted against any Indemnitee; (ii) pay any judgment or decree that may be recorded against any Indemnitee in connection with any Environmental Claim; and (iii) reimburse all Indemnitee for the cost of, or for any payment made by any of this Agreement (them, with respect to any reasonable expenses incurred in connection with the “Indemnified Party”) shall give written notice to you Hazardous Materials undertaken as a result of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature Environmental Claims against any Indemnitee arising out of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you obligations of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failureIndemnitor under this Agreement. (b) If Counsel selected by Indemnitor pursuant to Paragraph 6 (a) shall be subject to the reasonable approval of the Indemnitee asserting a claim under this Agreement; provided, however, that any Indemnitee may elect to defend any Environmental Claim results from any actionat the reasonable cost and expense of Indemnitor, suit or proceeding brought or asserted against an Indemnified Partyif, you shall assume in the judgment of the Indemnitee (i) the defense thereofis not proceeding or being conducted in a satisfactory manner, including or (ii) there is a conflict of interest between any of the employment parties to the Environmental Claim. (c) Notwithstanding anything in this Agreement to the contrary, Indemnitor shall not, without the prior written consent of counsel Indemnitee (which consent shall not be unreasonably withheld or delayed), (i) settle or compromise any Environmental Claim or consent to the entry of any judgment that does not include the delivery by the claimant or plaintiff to Indemnitee of a written release of Indemnitee (in form, scope and substance reasonably satisfactory to Indemnitee) from all liability in respect of the Indemnified Party Environmental Claim; or (ii) settle or compromise any Environmental Claim in any manner that may materially and adversely affect Indemnitee as determined by Indemnitee in the payment good faith exercise of all fees and expenses. The Indemnified Party its discretion. (d) Indemnitee shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions in connection with the Property involving any Environmental Claim, any Hazardous Material or any Requirements of Environmental Laws. In any circumstance in which this indemnity applies, Indemnitee may employ separate its own legal counsel in such and consultants to prosecute, negotiate, or defend any claim, action, suit or proceeding and participate in such defense thereof, but the fees and expenses cause of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party Indemnitee shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume compromise or settle the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings same in the same jurisdiction arising out exercise of its good faith discretion. Indemnitor shall reimburse Indemnitee upon demand for all costs and expenses incurred by Indemnitee, including the same general allegations or circumstances be liable for amount of all costs of settlements entered into in good faith, and the reasonable fees and other reasonable costs and expenses of only one separate firm of its attorneys (and consultants, including without limitation those incurred in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests connection with you or among themselves, which firm shall be designated in writing by the Representatives of the offering monitoring and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff participating in any such action, suit action or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 Indemnitors shall at their own cost, expense, and risk (i) defend all Environmental Claims that may be brought or instituted against any Indemnitee; (ii) pay any judgment or decree that may be recorded against any Indemnitee in connection with any Environmental Claim; and (iii) reimburse Indemnitee for the cost of, or for any payment made by any of this Agreement (them, with respect to any reasonable expenses incurred in connection with the “Indemnified Party”) shall give written notice to you Hazardous Materials undertaken as a result of any Loss in respect of which you have a duty to indemnify such Indemnified Party under Section 8 of this Agreement (a “Claim”), specifying in reasonable detail the nature Environmental Claims against any Indemnitee arising out of the Loss for which indemnification is sought, except that any delay or failure so to notify you shall only relieve you obligations of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failureIndemnitors under this Agreement. (b) If Counsel selected by Indemnitors pursuant to Paragraph 6(a) shall be subject to the approval of the Indemnitee asserting a claim under this Agreement; provided, however, that any Indemnitee may elect to defend any Environmental Claim results from any actionat the cost and expense of Indemnitors, suit or proceeding brought or asserted against an Indemnified Partyif, you shall assume in the judgment of the Indemnitee (i) the defense thereofis not proceeding or being conducted in a satisfactory manner, including or (ii) there is a conflict of interest between any of the employment parties to the Environmental Claim. (c) Notwithstanding anything in this Agreement to the contrary, Indemnitors shall not, without the prior written consent of counsel reasonably Indemnitors (which consent shall not be unreasonably withheld or delayed), (i) settle or compromise any Environmental Claim or consent to the entry of any judgment that does not include the delivery by the claimant or plaintiff to Indemnitee of a written release of Indemnitee (in form, scope and substance satisfactory to Indemnitee in its sole discretion) from all liability in respect of the Indemnified Party Environmental Claim; or (ii) settle or compromise any Environmental Claim in any manner that may materially and adversely affect Indemnitee as determined by Indemnitee in the payment good faith exercise of all fees and expenses. The Indemnified Party its discretion. (d) Indemnitee shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions in connection with the Property involving any Environmental Claim, any Hazardous Material or any Requirements of Environmental Laws. In any circumstance in which this indemnity applies, Indemnitee may employ separate its own legal counsel in such and consultants to prosecute, negotiate, or defend any claim, action, suit or proceeding and participate in such defense thereof, but the fees and expenses cause of such counsel shall be at the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expenses, (ii) you have failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party Indemnitee shall have been advised by its counsel that representation of such Indemnified Party and you by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to assume compromise or settle the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings same in the same jurisdiction arising out exercise of its good faith discretion Indemnitors shall reimburse Indemnitee upon demand for all costs and expenses incurred by Indemnitee, including the same general allegations or circumstances be liable for amount of all costs of settlements entered into in good faith, and the reasonable fees and other costs and expenses of only one separate firm of its attorneys (and consultants, including without limitation those incurred in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests connection with you or among themselves, which firm shall be designated in writing by the Representatives of the offering monitoring and that all such fees and expenses shall be reimbursed promptly as they are incurred. You shall not be liable for any settlement of any such action, suit or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff participating in any such action, suit action or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment. (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

Procedures Relating to Indemnification. (a) An indemnified person under Section 8 of this Agreement (In the “Indemnified Party”) shall give written notice to you of any Loss in respect of which you have event that either a duty to indemnify such Purchaser Indemnified Party under Section 8 or a Seller Indemnified Party desires to assert a demand, claim or circumstance that, immediately or with the lapse of this Agreement time, could give rise to a claim (a “Claim”) for indemnification pursuant to this Article X, such Person seeking indemnification (the “Indemnitee”) shall, as promptly as is reasonably practicable after becoming aware of the demand, claim or circumstance, deliver written notice (such notice, a “Claims Notice”) to the Party from whom indemnification is sought (the “Indemnitor”); provided, however, that, except as otherwise provided in Section 10.01 or Section 10.06(a), specifying a failure to give such notice shall not affect the Indemnitee’s right to indemnification hereunder except to the extent that the Indemnitor is actually prejudiced thereby. The Claims Notice shall describe the Claim in reasonable detail and shall indicate the amount (estimated, if necessary) and nature of the Loss for Damages, and the method of computation thereof, that has been or may be suffered by the Indemnitee and the provisions of this Agreement in respect of which such right of indemnification is sought, except that any delay sought or failure so to notify you shall only relieve you of your obligations hereunder to the extent, if at all, that you are actually prejudiced by reason of such delay or failurearises. (b) If a Claim results Promptly after receipt from any actionthird-party by an Indemnitee of a notice of any demand, suit claim or proceeding brought circumstance that, immediately or asserted against an Indemnified Partywith the lapse of time, you could give rise to a claim or the commencement (or threatened commencement) of any Action or investigation (a “Third-Party Claim”) that may result in Damages with respect to which the Indemnitee would be entitled to indemnification pursuant to this Article X, the Indemnitee shall deliver a Claims Notice with respect thereto together with copies of any notices or other documents (including any court papers) received by the Indemnitee relating to such Third-Party Claim; provided, however, that, except as otherwise provided in Section 10.01 or Section 10.06(a), a failure to provide such notice shall not affect the Indemnitee’s right to indemnification hereunder except to the extent that the Indemnitor is actually prejudiced thereby (except that the Indemnitor shall not be liable for any expenses incurred during the period in which the Indemnitee failed to provide such notice). (c) Unless the Indemnitor is also a party to such Third-Party Claim and the Indemnitee determines in good faith after conferring with its outside counsel that joint representation would be inappropriate, and except as provided below, the Indemnitor shall be entitled to settle or assume and control the defense thereofof any Third-Party Claim at its own expense and by its own counsel. If the Indemnitor elects to settle or defend such Third-Party Claim, including it shall notify the employment Indemnitee of counsel reasonably satisfactory its intent to do so and shall promptly provide written notice of all material developments in connection with the Indemnified defense of such Third-Party Claim, and the payment Indemnitee shall cooperate in the settlement of, or defense against, such Third-Party Claim including, if appropriate, making any reasonable counterclaim against such third-party or any reasonable cross claim or third-party claim against any Person related to such Third-Party Claim. Such cooperation shall also include (i) the retention of records and information that are reasonably relevant to such Third-Party Claim, (ii) promptly supplying the Indemnitor with copies of all fees papers, documents and expensesevidence in the Indemnitee’s possession or control and such other information within the Indemnitee’s knowledge pertinent to such Third-Party Claims, (iii) making employees available on a mutually-convenient basis to provide additional information and explanation of any information or materials provided hereunder and producing at the appropriate place or places, at reasonable times, such witnesses under the Indemnitee’s control as may reasonably be requested by the Indemnitor or its Representatives and (iv) promptly providing written notice of all material developments in connection with any such Third-Party Claims. The Indemnified Party Indemnitee shall have the right to employ employ, at its own expense, separate counsel in the defense of any such action, suit or proceeding Third-Party Claim and participate in the defense thereof (it being understood that the Indemnitor shall control such defense). The Indemnitor shall not settle or compromise any Third-Party Claim without the Indemnitee’s prior written consent (which shall not be unreasonably conditioned, withheld or delayed), unless such settlement or compromise (A) involves no payment of money by the Indemnitee, (B) includes a complete and unconditional release of the Indemnitee in respect of such Third-Party Claim, (C) does not subject the Indemnitee to any injunctive relief or other equitable remedy or any limitation on the future operation of Indemnitee’s business and (D) there is no finding or admission of any violation of Law and does not include a statement or admission of fault or culpability by or on behalf of any Indemnitee. Notwithstanding anything to the contrary in this section, the Indemnitor shall not be entitled to assume the defense thereof, but of any Third-Party Claim (and shall pay the reasonable out-of-pocket fees and expenses of outside counsel incurred by the Indemnitee in defending such counsel shall Third-Party Claim) if the Third-Party Claim is brought by any Governmental Authority or seeks an injunction or other equitable relief or any other relief other than money damages against the Indemnitee that the Indemnitee reasonably determines, after conferring with its outside counsel, cannot be at separated from any related claim for money damages. (d) If the expense of the Indemnified Party unless (i) you have agreed in writing to pay such fees and expensesIndemnitor, (ii) you have failed within a reasonable time after its receipt of any Claims Notice in respect of a Third-Party Claim, fails to notify the Indemnitee of its intent to settle or assume and control the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and you and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Third-Party and you by Claim, the same counsel would be inappropriate under applicable standards of professional conduct Indemnitee shall (whether or not such representation by upon further notice to the same counsel has been proposedIndemnitor) due to actual or potential differing interests between you and the Indemnified Party (in which case you shall not have the right to undertake the defense of such Third-Party Claim (without impairing or otherwise affecting its rights to obtain indemnification pursuant to this Article X), subject to the right of the Indemnitor to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that you shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) Third-Party Claim at any time for all prior to the final settlement or compromise thereof. Whether or not the Indemnitor assumes the defense of a Third-Party Claim, the Indemnitee shall not consent to the entry of any judgment or admit any liability with respect to, or settle, compromise or discharge, such Indemnified Parties not having actual or potential differing interests with you or among themselves, Third-Party Claim without the Indemnitor’s prior written consent (which firm shall be designated in writing by the Representatives of the offering and that all such fees and expenses shall be reimbursed promptly as they are incurred. You consent shall not be liable for any settlement of any such actionunreasonably conditioned, suit withheld or proceeding effected without your written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, you agree to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgmentdelayed). (c) With respect to any Claim not within Paragraph (b) of Section 9 hereof, you shall have 20 days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If you do not respond within such twenty-day period, you shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If you notify the Indemnified Party within such twenty-day period that you reject such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.