Common use of Rules Regarding Indemnification Clause in Contracts

Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions: (i) The indemnified party shall give prompt written notice to the indemnifying party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on their indemnity agreements contained in Sections 7.2 and 7.3 hereof, stating the nature and basis of said claims and the amounts thereof, to the extent known. (ii) In the event any such action, suit or proceeding is brought against the indemnified party, with respect to which the indemnifying party may have liability under the indemnity agreements contained in Sections 7.2 and 7.3 hereof, the action, suit or proceeding shall, upon the written acknowledgement by the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriate) by the indemnifying party. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the indemnifying party in connection with the defense of such action, suit or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (b) The indemnified party shall not make any settlement of any claims without the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. (c) Except as herein expressly provided, the remedies provided in Sections 7.2 through 7.4 hereof shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other rights or remedies against any other party hereto.

Rules Regarding Indemnification. (a) The rights and obligations and liabilities of each indemnifying party claiming a right to indemnification hereunder with respect ("Indemnitee") from each other party from which Indemnitee is seeking indemnification pursuant to claims resulting from the assertion of liability this Article VIII ("Indemnitor") shall be governed by the other party or third parties shall be subject to the following terms and conditionsrules: (i) The indemnified party Indemnitee shall give prompt written notice to the indemnifying party Indemnitor of any claim state of facts which might Indemnitee determines will give rise to a claim by the indemnified party Indemnitee against the indemnifying party Indemnitor based on their the indemnity agreements contained in Sections 7.2 and 7.3 hereofthis Article VIII, stating the nature and basis of said such claims and the amounts amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder except to the extent Indemnitor can demonstrate such failure materially prejudiced Indemnitor's ability to successfully defend the matter giving rise to the indemnification claim. (ii) In the event If any such action, suit or proceeding Action is brought against the indemnified partyIndemnitee, with respect to which the indemnifying party Indemnitor may have liability under the indemnity agreements contained in Sections 7.2 and 7.3 hereofthis Article VIII, the action, suit or proceeding shall, then upon the written acknowledgement acknowledgment by the indemnifying party Indemnitor, within 30 calendar days after notice of such claim from Indemnitee (or earlier, if Indemnitee reasonably requires an earlier determination), that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which Indemnitor is obligated to indemnify under and that it will be able to pay the full amount of potential liability in connection with any such indemnity agreementclaim, be defended then subject to Section 8.4(c), the Action (including all proceedings on appeal or for review which counsel for the indemnified party Indemnitee shall reasonably deem appropriate) may be defended by the indemnifying partyIndemnitor, at its sole expense with counsel selected by Indemnitor and approved by Indemnitee, which approval shall not be unreasonably withheld. The indemnified party Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified partyIndemnitee's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the indemnifying party Indemnitor in connection with the defense of such actionAction or as otherwise provided in Section 8.4(a)(iii). (iii) Notwithstanding the foregoing, suit or proceedingIndemnitee may employ its own counsel at the expense of Indemnitor, or (B) such indemnified party in lieu of counsel appointed by Indemnitor, if Indemnitee shall have reasonably concluded and specifically notified the indemnifying party Indemnitor that (A) there may be specific defense defenses available to it which are different from or additional to those available to the indemnifying party Indemnitor and which cannot be adequately asserted by counsel for Indemnitor or (B) that such action, suit or proceeding Action involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 this Article VIII. If Indemnitee assumes the defense on the basis of subsection (B), the cost of the attorneys retained by Indemnitee shall be allocated between Indemnitee and 7.3 hereof, in Indemnitor on the basis of time spent on matters covered by the indemnification and matters beyond the scope thereof. In any of which events the indemnifying partyforegoing events, to the extent made necessary by such defense, Indemnitor shall not have the right to direct the defense of such action, suit or proceeding Action on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party Indemnitee. (iv) Indemnitee shall be kept fully reasonably informed by Indemnitor of such action, suit or proceeding Action at all stages thereof thereof, whether or not it is so representedrepresented by separate counsel. The indemnifying party shall Indemnitor shall, at Indemnitor's expense, make available to the indemnified party Indemnitee and its attorneys and accountants all books and records of the indemnifying party Indemnitor relating to such proceedings or litigation litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (bv) The indemnified party Indemnitor shall not make any no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee's consent unless Indemnitor fully indemnifies Indemnitee for all Losses, there is no finding or admission of violation of any Law by, or effect on any other claims that may be made against Indemnitee and the written consent relief granted in connection therewith requires no action on the part of the indemnifying partyand has no effect on Indemnitee, which consent shall not be unreasonably withheld including any claim involving equitable or delayedinjunctive relief. (cvi) Except as herein expressly providedNotwithstanding anything to the contrary contained herein, the remedies provided in Sections 7.2 through 7.4 hereof shall be cumulative and if Indemnitor shall not preclude assertion by offer reasonable assurances and evidence as to its financial capacity to satisfy any party final judgment or settlement, Indemnitee may assume the defense and dispose of any other rights or the seeking of any other rights or remedies against any other party heretoclaim, after 30 calendar days' prior written notice to Indemnitor.

Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions: (i) The indemnified party shall give prompt written notice to the indemnifying party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on their the indemnity agreements agreement contained in Sections 7.2 9(i) and 7.3 hereof9(ii) above, stating the nature and basis of said claims and the amounts thereof, to the extent known. (ii) In . After such notice, if the event any indemnifying party shall acknowledge in writing to the indemnified party that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such actionlawsuit, suit action or proceeding is brought against claim and the indemnifying party shall have presented evidence satisfactory to the indemnified party of the indemnifying party's financial ability to satisfy its obligations under this Section 9 or, in the indemnified party's sole discretion, with respect to which the indemnifying party may shall have liability under provided to the indemnity agreements contained in Sections 7.2 and 7.3 hereofindemnified party collateral or security sufficient to satisfy the indemnifying party's obligations to the indemnified party hereunder, the action, suit or proceeding shall, upon the written acknowledgement by then the indemnifying party that shall be entitled, if it is obligated so elects, to indemnify under take control of the defense and investigation of such indemnity agreementclaim, be defended (including all proceedings on appeal lawsuit or for review which counsel for action and to employ and engage attorneys of its own choice to handle and contest and defend the indemnified party shall deem appropriate) by same, at the indemnifying party's cost, risk and expense. If the claim, lawsuit or action is an insured claim under the indemnifying party's applicable insurance coverage, the claim shall be submitted to the insurance carrier. The indemnified party shall have the right to employ its own counsel cooperate in any such caseall reasonable respects, but the fees and expenses of such counsel shall be at the indemnified party's own cost and expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the indemnifying party in connection with the defense of such action, suit or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (b) The indemnified party shall not make any settlement of any claims without the written consent of the indemnifying party, which consent with the indemnifying party, the insurance carrier (if applicable) and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom, or in the processing and resolution of any claim filed with the insurance carrier, and both parties shall not be unreasonably withheld or delayed. (c) Except as herein expressly cooperate with each other to insure the diligent and timely resolution of the matters in this Article 9 and in providing access to relevant books and records in their possession; provided, however, that the remedies provided indemnified party may, at its own cost, select counsel and participate in Sections 7.2 through 7.4 hereof shall be cumulative the investigation, settlement, trial and shall not preclude assertion by defense of such claim, lawsuit or action and any appeal arising therefrom. No indemnifying party may effect any settlement that could result in any cost, expense or liability to the indemnified party unless such indemnified party consents in writing to such settlement and the indemnifying party agrees to indemnify the indemnified party therefore. No indemnified party may pay any claim or effect any settlement that could result (i) in any cost, expense or liability of the indemnifying party under this Agreement or otherwise, or (ii) in preventing the indemnifying party from recovering under the indemnifying party's insurance coverage, unless the indemnifying party consents in writing to such payment or settlement; provided, however, that the indemnified party may pay any such claim or effect a settlement if the indemnified party relieves the indemnifying party of any other rights liability therefore. All insurance proceeds collected pursuant to the indemnified party's insurance coverage shall be paid to satisfy such claim, lawsuit or enforcement action and the seeking of any other rights or remedies against any other balance, if any, shall be paid to the indemnified party. Any damages incurred by an indemnified party heretonot covered by insurance shall be paid to indemnified party by the indemnifying party.

Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions: (i) The indemnified party shall give prompt written notice to the indemnifying party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on their the indemnity agreements contained in Sections 7.2 10.1 and 7.3 10.2 hereof, stating the nature and basis of said claims and the amounts thereof, to the extent known. (ii) In the event any such action, suit or proceeding is brought against the indemnified party, with respect to which the indemnifying party may have liability under the indemnity agreements contained in Sections 7.2 10.1 and 7.3 10.2 hereof, the action, suit or proceeding shall, upon the written acknowledgement acknowledgment by the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriatereview) by the indemnifying party; provided, however, that if the indemnifying party does ----------------- not promptly undertake such defense, the indemnified party shall be entitled to assume the defense thereof. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the indemnifying party in connection with the defense of such action, suit or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified partyexpense. In such case only that portion of such fees and expenses reasonably related to matters covered by cases, the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified indemnifying party and its attorneys and accountants all books and records of the indemnifying indemnified party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (b) The Neither the indemnified party nor the indemnifying party shall not make any settlement of any claims without the written consent of the indemnifying other party, which consent shall not be unreasonably withheld or delayed. In addition, if, within ten (10) days of receipt of notice of a proposed settlement amount, the indemnified party notifies the indemnifying party that the terms of such proposed settlement are unacceptable to the indemnified party then the indemnified party shall undertake the defense of the litigation and the liability of the indemnifying party shall be limited to the amount of the proposed settlement. Further, if for any reason the indemnified party determines that it is in its best interests to handle the defense of a claim for which it is entitled to indemnification from the indemnifying party, the indemnified party and indemnifying party shall endeavor in good faith to reach an agreement by which the indemnified party shall release the indemnifying party in consideration for the payment by the indemnifying party to the indemnified party of the estimated value of the claim. (c) Except as herein expressly providedEach party's sole and exclusive remedy against the other for any breach of a representation, the remedies provided warranty, covenant or other obligation made in Sections 7.2 through 7.4 hereof or imposed by this Agreement with respect to such party shall be cumulative a claim for indemnification subject to the limitations set forth in this Article 10. (d) With respect to any matter for which indemnification has been provided hereunder the indemnified party hereby covenants and shall not preclude assertion agrees to cooperate with the indemnifying party to assign any of its rights under any insurance policy in the indemnified party's name against a loss covered by any party of any other rights or the seeking of any other rights or remedies against any other party heretosuch policy.

Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying party the Indemnifying Party hereunder with respect to claims Damages resulting from the assertion of liability by the other party or third parties Indemnified Party shall be subject to the following terms and conditions: (ia) The indemnified party Indemnified Party shall give prompt written notice to the indemnifying party Indemnifying Party of any claim which that might give rise to a claim by the indemnified party against the indemnifying party Indemnifying Party based on their the indemnity agreements agreement contained in Sections 7.2 and 7.3 Subsection 8.1 hereof, stating the nature and basis of said claims and the amounts thereof, to the extent known. ; and (iib) In the event if any such claim, action, suit or proceeding is brought against the indemnified party, Indemnified Party with respect to which the indemnifying party Indemnifying Party may have liability under the indemnity agreements agreement contained in Sections 7.2 and 7.3 Subsection 8.1 hereof, the claim, action, suit or proceeding shall, upon the written acknowledgement acknowledgment by the indemnifying party Indemnifying Party that it is obligated to indemnify under such indemnity agreementSubsection 8.1 hereof, be defended (including all proceedings on appeal or for review which that counsel for the indemnified party Indemnified Party shall deem appropriate) by the indemnifying partyIndemnifying Party. The indemnified party Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified partyIndemnified Party's own expense unless (Ai) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the indemnifying party Indemnifying Party in connection with the defense of such claim, action, suit or proceeding, or (Bii) such indemnified party Indemnified Party shall have reasonably concluded and specifically notified the indemnifying party Indemnifying Party that there may be specific defense defenses available to it which that are different from or additional to those available to the indemnifying party Indemnifying Party or that such claim, action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements agreement contained in Sections 7.2 and 7.3 Subsection 8.1 hereof, in any of which events event the indemnifying partyIndemnifying Party, to the extent made necessary by such defensedefenses, shall not have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified partyIndemnified Party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements agreement contained in Sections 7.3 and 7.4 Subsection 8.1 hereof shall be borne by the indemnifying partyIndemnifying Party. The indemnified party Indemnified Party shall be kept fully informed of such claim, action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party Indemnifying Party shall make available to the indemnified party Indemnified Party and its attorneys and accountants all books and records of the indemnifying party Indemnifying Party relating to such claims, proceedings or litigation litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such claim, action, suit or proceeding. (bc) The indemnified party Indemnified Party shall not make any settlement of any claims without the written consent of the indemnifying partyIndemnifying Party, which consent shall not be unreasonably withheld or delayed. (cd) Except as herein expressly provided, the remedies provided in Sections 7.2 through 7.4 hereof this Section 8 shall be cumulative and shall not preclude the assertion by any party of any other rights or the seeking of any other rights or remedies against any other party hereto.

Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions: (ia) The indemnified party shall give prompt written notice to the indemnifying party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on their the indemnity agreements agreement contained in Sections 7.2 and 7.3 Section 10.5 hereof, stating the nature and basis of said claims and the amounts thereof, to the extent known. . If written notice is not given to the indemnifying party within thirty (ii30) In days from receipt of notice of the event any claim to be indemnified, or such actionshorter time as shall otherwise prejudice the rights of the indemnifying party, suit or proceeding is brought against and in sufficient detail to apprise the indemnifying party of the nature of the claim (in each instance taking into account the facts and circumstances known by the indemnified party, party with respect to which such claim), the indemnifying party may shall not be liable to the party seeking indemnification. The indemnifying party shall have the right, at its option, to compromise or defend, at its own expense and by its own counsel, any claim involving the asserted liability under of the indemnity agreements contained in Sections 7.2 party seeking indemnification. If any indemnifying party shall undertake to compromise or defend any such asserted liability, it shall promptly notify the party seeking indemnification of its intention to do so, and 7.3 hereof, the action, suit or proceeding shall, upon the written acknowledgement by party seeking indemnification agrees to cooperate fully with the indemnifying party that it is obligated to indemnify under and its counsel in the compromise of, or defense against, any such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the indemnified party asserted liability. All costs and expenses incurred in connection with such cooperation shall deem appropriate) become by the indemnifying party. The In any event, the indemnified party shall have the right to employ right, at its own expense and by its own counsel to participate in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the indemnifying party in connection with the defense of such action, suit or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingasserted liability. (b) The indemnified party shall not make any settlement of any claims without the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. (c) Except as herein expressly provided, the remedies provided in Sections 7.2 through 7.4 hereof shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other rights or remedies against any other party hereto.

Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying party which may be subject to indemnification liability hereunder with respect (the "INDEMNIFYING PARTY") to claims resulting from the assertion of liability by the other party or third parties (the "INDEMNIFIED PARTY") shall be subject to the following terms and conditions: : Indemnity obligations hereunder shall arise only in the event that the claims for which indemnity are sought are estimated by the indemnified party, reasonably and in good faith, to exceed $10,000.00 (i) exclusive of attorney's fees and costs), in the aggregate. The indemnified party shall give prompt written notice to the indemnifying party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on their indemnity agreements contained in Sections 7.2 and 7.3 hereofparty, stating the nature and basis of said claims such claim and the amounts amount thereof, to the extent known. (ii) In the event any such action, suit or proceeding is brought against . The claim shall be deemed to have resulted in a determination in favor of the indemnified party, with respect party and to which have resulted in a liability of the indemnifying party may have liability under in an amount equal to the indemnity agreements contained in Sections 7.2 and 7.3 hereof, the action, suit or proceeding shall, upon the written acknowledgement by amount of such claim estimated pursuant to this paragraph if within forty-five (45) days after the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for party's receipt of the claim the indemnified party shall deem appropriatenot have received written objection to the claim. If within the aforesaid forty-five (45) by day period the indemnifying party. The indemnified party shall have received written objection to a claim (which written objection shall briefly describe the right basis of the objection to employ its own counsel the claim or the amount thereof, all in any such casegood faith), but the fees and expenses then for a period of sixty (60) days after receipt of such counsel objection the parties shall attempt to settle the disputed claim as between the indemnified and indemnifying parties. If they are unable to settle the disputed claim, the unresolved issue or issues shall be at the indemnified party's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized settled by the indemnifying party arbitration in connection accordance with the defense rules and procedures of such actionthe American Arbitration Association. In the alternative, suit or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there Buyer may be specific defense pursue any other remedies available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingit. (b) The indemnified party shall not make any settlement of any claims without the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. (c) Except as herein expressly provided, the remedies provided in Sections 7.2 through 7.4 hereof shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other rights or remedies against any other party hereto.

Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying Indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions: (i) The indemnified Indemnified party shall give prompt written notice to the indemnifying party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on their indemnity the Indemnity agreements contained in Sections 7.2 11.1 and 7.3 11.2 hereof, stating the nature and basis of said claims and the amounts thereof, to the extent known. (ii) In the event any such action, suit or proceeding is brought against the indemnified party, with respect to which the indemnifying Indemnifying party may have liability under the indemnity agreements contained in Sections 7.2 11.1 and 7.3 11.2 hereof, the action, suit or proceeding shall, upon the written acknowledgement acknowledgment by the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriatereview) by the indemnifying party. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the indemnifying party in connection with the defense of such action, suit or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified partyexpense. In such case only that portion of such fees and expenses reasonably related to matters covered by cases, the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (iii) With respect to any indemnification based upon Taxes pursuant to Article V by the Shareholders for a period before Closing, no Shareholder shall be liable as to any such indemnification matter for which the Purchaser does not give a written notification to the Shareholders within 30 days after the earlier of (A) receipt by the Purchaser from the relevant taxing authority of a notice of deficiency with respect to such Taxes or (B) expiration of three (3) years following the due date (including extensions) for filing the Return for such Taxes (or, if earlier, the expiration of three (3) years following the date of actual filing of such Return). b) The Neither the indemnified party nor the indemnifying party shall not make any settlement of any claims without the written consent of the indemnifying other party, which consent shall not be unreasonably withheld or delayed. In addition, if, within ten (10) days of receipt of notice of a proposed settlement amount, the indemnified party notifies the indemnifying party that the terms of such proposed settlement are unacceptable to the indemnified party then the indemnified party shall undertake the defense of the litigation and the liability of the indemnifying party shall be limited to the amount of the proposed settlement. Further, if for any reason the indemnified party determines that it is in its best interests to handle the defense of a claim for which It is entitled to indemnification from the indemnifying party, the indemnified party and indemnifying party shall endeavor in good faith to reach an agreement by which the indemnified party shall release the indemnifying party in consideration for the payment by the Indemnifying party to the Indemnified party of the estimated value of the claim. c) The Purchaser's sole and exclusive remedy against any Shareholder for any breach of a representation, warranty, covenant or other obligation made in or imposed by this Agreement with respect to such Shareholder shall be a claim for indemnification subject to the limitations set forth in this Article XI. Notwithstanding anything herein to the contrary, the Cap shall not apply (i) to the breach by a Shareholder of the representations and warranties contained in the first and last sentences of Section 3.2 (Capitalization of the Company) and in Sections 3.3 (Title to Shares) and 3.5 (Authority), or (ii) in the event the Company has borrowed or agreed to borrow any funds under a new bank line of credit or similar arrangement (that is, other than under lines of credit or other agreements for indebtedness in effect as of the date of the Current Financial Statements), and paid or distributed the proceeds to or for the benefit of the Shareholders in violation of this Agreement; provided, however, that in the event of any such breach or event described in clauses (i) and (ii) of this subsection (c) Except as herein expressly provided), the remedies provided in Sections 7.2 through 7.4 hereof Purchaser's claim for indemnification shall be cumulative limited to the amount of proceeds received by such Shareholder for the purchase of such Shareholder's Shares. d) With respect to any matter for which indemnification has been provided hereunder the indemnified party hereby covenants and shall not preclude assertion agrees to cooperate with the indemnifying party to assign any of its rights under any Insurance policy in the indemnified party's name against a loss covered by any party of any other rights or the seeking of any other rights or remedies against any other party heretosuch policy.

Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions: (a) All claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved as provided in this Section 10.3 except as otherwise set forth in Schedule 10.1(b). In the event any Indemnified Party shall have a claim for indemnification under Section 10.1 or 10.2 hereof against any Indemnifying Party, the Indemnified Party shall deliver an Indemnity Notice to the Indemnifying Party within a period of forty-five (45) days following the date on which the Indemnified Party becomes aware of such claim. The failure by any Indemnified Party to give such Indemnity Notice shall not impair such party's rights hereunder, except to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice, or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Losses in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 10.1, hereof, as the case may be, and the Indemnifying Party shall immediately pay the amount of such Losses to the Indemnified Party on demand. If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that it disputes the claim described in the Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by any lawful manner. (b) If any written claim is made by a third party, or if any suit or proceeding (including, but not limited to, an arbitration or an audit by any taxing authority) is instituted, in each case against Indemnified Party which, if prosecuted successfully, would, in the judgment of Indemnified Party, be a matter for which Indemnified Party is entitled to indemnification under this Agreement (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions: (i) The indemnified party Indemnified Party shall give prompt Indemnifying Party an Indemnity Notice of any such Third Party Claim within twenty (20) days after receipt by Indemnified Party of written notice thereof, provided, however, that the failure of Indemnified Party to furnish written notice to the indemnifying party Indemnifying Party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on their indemnity agreements contained in Sections 7.2 and 7.3 hereofThird Party Claim shall not release Indemnifying Party from Indemnifying Party's obligations under this Article X, stating the nature and basis of said claims and the amounts thereof, except to the extent knownIndemnifying Party is actually prejudiced by such failure. Indemnifying Party may undertake the defense of such Third Party Claim at its expense by representatives of its own choosing; provided that (A) the Indemnifying Party shall obtain the prior approval by the Indemnified Party of such counsel, which approval shall not be unreasonably withheld, (B) the Third Party Claim does not involve a claim for specific performance, or injunctive or other equitable relief (such claims being dealt with under subsection (a) above) and (C) nothing herein shall prejudice the right of the Indemnified Party to participate in such defense at its own expense through counsel of its choosing. The assumption of the defense of any Third Party Claim by Indemnifying Party shall constitute the agreement of Indemnifying Party to assume, without condition or reservation, full responsibility for such Third Party Claim. Thereafter, Indemnifying Party shall pay as and when due all costs and expenses related to the defense of such Third Party Claim and shall pay and satisfy in full the Final Amount of any and all Losses arising therefrom or related thereto. (ii) In If Indemnifying Party does not so undertake the event any defense of such actionThird Party Claim within fifteen (15) days after written notice of such claim has been given to Indemnifying Party by Indemnified Party, suit or proceeding is brought against the indemnified party, with respect to which the indemnifying party may have liability under the indemnity agreements contained in Sections 7.2 and 7.3 hereof, the action, suit or proceeding shall, upon the written acknowledgement by the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriate) by the indemnifying party. The indemnified party Indemnified Party shall have the right to employ undertake the defense, compromise and settlement of such Third Party Claim with counsel of its own counsel in any choosing. Under such casecircumstances, but Indemnified Party shall, promptly upon its assumption of the fees and expenses defense of such counsel Third Party Claim, give an Indemnity Notice which shall thereafter be at deemed to be an Indemnity Notice that is not with respect to a Third Party Claim subject to the indemnified party's own expense unless procedures set forth in this Section 10.3(b). (Aiii) the employment of such counsel The Indemnified Party and the payment of such fees and expenses both Indemnifying Party shall have been specifically authorized by the indemnifying party cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including, but not limited to, making available records relating to such actionclaim and furnishing employees of Indemnified Party or Indemnifying Party as may be reasonably necessary for the preparation of the defense of any such Third Party Claim or for testimony as witnesses in any proceeding relating to such claim. All costs and expenses incurred by Indemnifying Party or Indemnified Party in connection with the foregoing shall be the responsibility of the party requesting such cooperation. (iv) The Indemnified Party shall have the right to participate fully in all proceedings, including settlement discussions, shall be provided copies of notices, orders and all other papers, and shall be given prior notice by the Indemnifying Party of any meetings, hearings and other discussions in any such suit or proceeding. The Indemnifying Party shall consult with the Indemnified Party and keep the Indemnified Party fully advised of the progress of any such suit or proceeding, and shall make no admissions or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may otherwise act in a manner which might be specific defense available to it which are different from or additional to those available prejudicial to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained Indemnified Party's rights in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of connection with any such action, suit or proceeding. (bv) The indemnified Indemnifying Party agrees that any controversy between it and the Indemnified Party concerning its obligations under this indemnity may be litigated in the same forum and concurrently with any lawsuit against the Indemnified Party to which such controversy may relate, and the Indemnified Party agrees to voluntarily appear in such forum and submit to the jurisdiction thereof. (vi) Unless Indemnifying Party has failed or refused to undertake the defense of such third party claim, no settlement by Indemnified Party of a Third Party Claim shall not make any settlement of any claims be made without the prior written consent of Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If Indemnifying Party has assumed the indemnifying partydefense of a Third Party Claim as contemplated by this Section 10.3(b), no settlement of such Third Party Claim may be made by Indemnifying Party without the prior written consent of Indemnified Party, which consent shall not be unreasonably withheld or delayed. (c) Except as herein expressly provided, the remedies provided in Sections 7.2 through 7.4 hereof No amount shall be cumulative and shall not preclude assertion due by any party Indemnifying Party for claims for indemnification under Sections 10.1(a)(ii) or 10.2(a)(ii) arising from the violation of any other rights a representation or warranty only, except to the seeking of any other rights or remedies against any other party heretoextent Losses from such violation exceed Ten Thousand Dollars ($10,000.00).

Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions: (ia) The All claims for indemnification must be asserted within one (1) year from the Closing Date, or in the case of an indemnification claim relating to a representation or warranty relating to tax matters, before the expiration of the applicable tax statute of limitations. Within the applicable period, the indemnified party shall give prompt written notice to the indemnifying party of any such claim by a third party which might give rise to a claim by the indemnified party against the indemnifying party based on their the indemnity agreements contained in Sections 7.2 and 7.3 hereofthis Section 11, stating the nature and basis of said claims and the amounts amount thereof, to the extent known. . Failure to give prompt notice (iiwithin the applicable period) In of a matter which may given rise to an indemnification claim shall not affect the event any such action, suit or proceeding is brought against rights of the indemnified party, with respect party to which collect such claims from the indemnifying party may have liability under the indemnity agreements contained in Sections 7.2 and 7.3 hereof, the action, suit or proceeding shall, upon the written acknowledgement by the indemnifying party that it is obligated so long as such failure to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriate) by so notify does not materially adversely affect the indemnifying party. The indemnified party shall have the right 's ability to employ its own counsel in any defend such case, but the fees and expenses of such counsel shall be at the indemnified claim against a third party's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the indemnifying party in connection with the defense of such action, suit or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (b) The If, within ten days after receiving such notice, the indemnifying party advises the indemnified party that the indemnifying party will conduct the defense of such third party claim at the expense of the indemnifying party, then so long as such defense is being conducted, the indemnified party shall not make any settlement settle or admit liability with respect to the claim and shall afford to the indemnifying party and defending counsel all reasonable assistance in defending against the claim. (c) If the indemnifying party does not assume the defense of any claims the claim, the indemnified party nevertheless shall not settle the claim without the written consent of the indemnifying party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (cd) Except as herein expressly providedNo indemnifying party, in the remedies provided in Sections 7.2 through 7.4 hereof shall be cumulative and defense of any claim or litigation, shall, except with the consent of an indemnified party, which consent shall not preclude assertion be unreasonably withheld, delayed or denied, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound and which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. (e) Notwithstanding anything to the contrary contained in this Agreement, no party hereto shall have a claim for indemnification against another party hereto under this Section 11, as applicable, based on the untruth, inaccuracy or breach of a representation or warranty contained herein, unless and only to the extent that the indemnified party's aggregate claims for indemnification exceeds $75,000. In no event shall all claims for indemnification hereunder by either (i) Buyer and all other parties entitled to indemnification under Section 11.1 or (ii) Seller and all other parties entitled to indemnification under Section 11.2 exceed the Asset Price. The limitation contained in the second preceding sentence shall not prevent any party from seeking the full amount of any other rights adjustment to the Net Purchase Amount determined in accordance with Section 4.2(b), including without limitation any valid and timely asserted Inspection Claim or the seeking breach of any other rights or remedies against any other party heretothe representation and warranties contained in Section 5.21 and the last sentence of Section 5.18 hereof.

Rules Regarding Indemnification. (a) The rights and obligations and liabilities of each indemnifying party claiming a right to indemnification hereunder with respect to claims resulting ("Indemnitee") from the assertion of liability by the other party or third parties ("Indemnitor") shall be subject to governed by the following terms and conditionsrules: (i) The indemnified party Indemnitee shall give prompt written notice to the indemnifying party Indemnitor of any claim state of facts which might Indemnitee determines will give rise to a claim by the indemnified party Indemnitee against the indemnifying party Indemnitor based on their the indemnity agreements contained in Sections 7.2 13 and 7.3 hereof14, stating the nature and basis of said claims and the amounts amount thereof, to the extent known; provided, however, that any claim for indemnification hereunder must be received by the Indemnitor within six months after the Closing Date. (ii) In the event any such action, suit or proceeding is brought against the indemnified partyIndemnitee, with respect to which the indemnifying party Indemnitor may have liability under the indemnity agreements contained in Sections 7.2 Section 13 and 7.3 hereof14, the Indemnitor shall have thirty (30) days after receipt of notice of such action, suit or proceeding shallto undertake, upon conduct and control, through counsel of its own choosing and at its own expense, the written acknowledgement by the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended settlement or defense thereof (including all proceedings on appeal or for review which counsel for the indemnified party Indemnitee shall deem appropriate) by ), and the indemnifying partyIndemnitee shall cooperate with it in connection therewith. The indemnified party Indemnitor shall have permit the right Indemnitee to employ its own participate in such settlement or defense through counsel in any chosen by such caseIndemnitee. If the Indemnitee elects to so participate, but the fees and expenses of such counsel shall be borne by the Indemnitee. So long as the Indemnitor, at Indemnitor's cost and expense, (1) has undertaken the defense of, and assumed full responsibility for all indemnified party's own expense unless liabilities with respect to, such claim, (A2) is reasonably contesting such claim in good faith, by appropriate proceedings, and (3) has taken such action (including the employment posting of such counsel and a bond, deposit or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Indemnitee for payment of such fees and expenses both claim, the Indemnitee shall not pay or settle any such claim. Notwithstanding compliance by the Indemnitor with the preceding sentence, the Indemnitee shall have been specifically authorized the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the indemnifying party in connection with Indemnitor for such claim. If, within thirty (30) days after the receipt of a notice of a claim of indemnity hereunder, the Indemnitor does not notify the Indemnitee that it elects, at Indemnitor's cost and expense, to undertake the defense of such action, suit or proceedingthereof and assume full responsibility for all indemnified liabilities with respect thereto, or (B) gives such indemnified party notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Indemnitee's property as contemplated above, the Indemnitee shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available right to it which are different from or additional to those available to contest, settle and/or compromise the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying partyclaim and, to the extent made necessary the actions, if any, taken by the Indemnitee in settling or compromising such defenseclaim are reasonable and in good faith, the Indemnitee shall not have the thereby waive any right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related indemnity therefor pursuant to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. this Agreement. (iii) The indemnified party Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof thereof, whether or not it is so representedrepresented by counsel. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (b) The indemnified party Indemnitor shall not make any no settlement of any claims which Indemnitor has undertaken to defend without Indemnitee's consent unless the written consent Indemnitor fully indemnifies the Indemnitee for all Losses and such settlement does not involve (i) the entry of injunctive or other equitable relief against the indemnifying party, which consent shall not be unreasonably withheld Indemnitee or delayed(ii) an admission of guilt or wrongdoing. (c) Except The Sellers in the aggregate shall not be responsible for Losses indemnifiable under Sections 13(ii) or (iii) ("Deductible Losses") unless and until such Deductible Losses in the aggregate exceed an amount equal to $450,000 (the "Basket Amount") as herein expressly reduced by any Non- Imputation Losses theretofore reimbursed by SFX to Sellers. In the event that the aggregate of such Deductible Losses exceeds the Basket Amount, the Sellers in the aggregate shall indemnify SFX and all other indemnified parties for all Deductible Losses including the Basket Amount; provided, however, in no event shall the remedies provided in Sections 7.2 through 7.4 hereof shall be cumulative and shall not preclude assertion indemnity obligations of the Sellers, for Deductible Losses under Section 13 of this Agreement plus an amount equal to all Non-Imputation Losses exceed the purchase price theretofore paid by any party SFX under Section 3(c) of any other rights or the seeking of any other rights or remedies against any other party heretothis Agreement.

Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions: (ia) The indemnified party shall give prompt written notice to the indemnifying party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on their the indemnity agreements agreement contained in Sections 7.2 and 7.3 Section 10.5 hereof, stating the nature and basis of said claims and the amounts thereof, to the extent known. . If written notice is not given to the indemnifying party within thirty (ii30) In days from receipt of notice of the event any such actionclaim to be indemnified, suit or proceeding is brought against in sufficient detail to apprise the indemnifying party of the nature of the claim (in each instance taking into account the facts and circumstances known by the indemnified party, party with respect to which such claim), the indemnifying party may have liability under shall not be liable to the indemnity agreements contained in Sections 7.2 and 7.3 hereof, party seeking indemnification to the action, suit or proceeding shall, upon the written acknowledgement by extent that the indemnifying party can demonstrate that it is obligated to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the indemnified its rights were irreparably prejudiced thereby. The indemnifying party shall deem appropriate) have the right, at its option, to compromise or defend, at its own expense and by its own counsel, any claim involving the asserted liability of the party seeking indemnification. If any indemnifying party shall undertake to compromise or defend any such asserted liability, it shall promptly notify the party seeking indemnification of its intention to do so, and the party seeking indemnification agrees to cooperate fully with the indemnifying party and its counsel in the compromise of, or defense against, any such asserted liability. All costs and expenses incurred in connection with such cooperation shall become by the indemnifying party. The In any event, the indemnified party shall have the right to employ right, at its own expense and by its own counsel to participate in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the indemnifying party in connection with the defense of such action, suit or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingasserted liability. (b) The indemnified party shall not make any settlement of any claims without the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. (c) Except as herein expressly provided, the remedies provided in Sections 7.2 through 7.4 hereof shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other rights or remedies against any other party hereto.

Rules Regarding Indemnification. (a) The rights and obligations and liabilities of each indemnifying party claiming a right to indemnification hereunder with respect to claims resulting ("Indemnitee") from the assertion of liability by the other party or third parties ("Indemnitor") shall be subject to governed by the following terms and conditionsrules: (i) The indemnified party Indemnitee shall give prompt written notice to the indemnifying party Indemnitor of any claim state of facts which might Indemnitee determines will give rise to a claim by the indemnified party Indemnitee against the indemnifying party Indemnitor based on their the indemnity agreements contained in Sections 7.2 13 and 7.3 hereof14, stating the nature and basis of said claims and the amounts amount thereof, to the extent known; provided, however, that any claim for indemnification hereunder must be received by the Indemnitor within six months after the Closing Date. (ii) In the event any such action, suit or proceeding is brought against the indemnified partyIndemnitee, with respect to which the indemnifying party Indemnitor may have liability under the indemnity agreements contained in Sections 7.2 Section 13 and 7.3 hereof14, the Indemnitor shall have thirty (30) days after receipt of notice of such action, suit or proceeding shallto undertake, upon conduct and control, through counsel of its own choosing and at its own expense, the written acknowledgement by the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended settlement or defense thereof (including all proceedings on appeal or for review which counsel for the indemnified party Indemnitee shall deem appropriate) by ), and the indemnifying partyIndemnitee shall cooperate with it in connection therewith. The indemnified party Indemnitor shall have permit the right Indemnitee to employ its own participate in such settlement or defense through counsel in any chosen by such caseIndemnitee. If the Indemnitee elects to so participate, but the fees and expenses of such counsel shall be borne by the Indemnitee. So long as the Indemnitor, at Indemnitor's cost and expense, (1) has undertaken the defense of, and assumed full responsibility for all indemnified party's own expense unless liabilities with respect to, such claim, (A2) is reasonably contesting such claim in good faith, by appropriate proceedings, and (3) has taken such action (including the employment posting of such counsel and a bond, deposit or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Indemnitee for payment of such fees and expenses both claim, the Indemnitee shall not pay or settle any such claim. Notwithstanding compliance by the Indemnitor with the preceding sentence, the Indemnitee shall have been specifically authorized the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the indemnifying party in connection with Indemnitor for such claim. If, within thirty (30) days after the receipt of a notice of a claim of indemnity hereunder, the Indemnitor does not notify the Indemnitee 29 that it elects, at Indemnitor's cost and expense, to undertake the defense of such action, suit or proceedingthereof and assume full responsibility for all indemnified liabilities with respect thereto, or (B) gives such indemnified party notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Indemnitee's property as contemplated above, the Indemnitee shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available right to it which are different from or additional to those available to contest, settle and/or compromise the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying partyclaim and, to the extent made necessary the actions, if any, taken by the Indemnitee in settling or compromising such defenseclaim are reasonable and in good faith, the Indemnitee shall not have the thereby waive any right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related indemnity therefor pursuant to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. this Agreement. (iii) The indemnified party Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof thereof, whether or not it is so representedrepresented by counsel. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (b) The indemnified party Indemnitor shall not make any no settlement of any claims which Indemnitor has undertaken to defend without Indemnitee's consent unless the written consent Indemnitor fully indemnifies the Indemnitee for all Losses and such settlement does not involve (i) the entry of injunctive or other equitable relief against the indemnifying party, which consent shall not be unreasonably withheld Indemnitee or delayed(ii) an admission of guilt or wrongdoing. (c) Except Subject to Section 15(d), the Shareholders in the aggregate shall not be responsible for Losses indemnifiable under Sections 13(ii) or (iii) ("Deductible Losses") unless and until such Deductible Losses in the aggregate exceed an amount equal to $450,000 (the "Basket Amount") as reduced by any Non-Imputation Losses theretofore reimbursed by SFX to the Shareholders. In the event that the aggregate of such Deductible Losses exceeds the Basket Amount, the Shareholders in the aggregate shall indemnify SFX and all other indemnified parties for all Deductible Losses including the Basket Amount. For purposes of this Section 15(c), Deductible Losses shall be comprised of the aggregate amount of such Deductible Losses under each of the Agreements. In no event shall the collective indemnity obligations of the Shareholders, the Members, the Seller and the Sellers (as each such term is defined herein expressly and in the Membership Interest Purchase Agreement, the Asset Purchase Agreement and the Albuquerque/Festivals Agreement, respectively) for Deductible Losses under Section 13 in all of the Agreements plus an amount equal to all Non-Imputation Losses in the aggregate exceed $6.5 million, provided, however, that the Basket Amount shall not apply to any breach of the representation and warranty set forth in Section 7(x) or the covenant set forth in Section 12(p) and such Losses shall not be counted towards determining whether the aggregate Deductible Losses or Non-Imputation Losses exceed $6.5 million. Deductible Losses subject to indemnification under this Section 15(c) shall not include Compliance Losses (defined below) subject to indemnification under Section 15(d). (d) Notwithstanding the first two sentences of Section 15(c) and solely with respect to the representations and warranties contained in Section 7(k) and Section 7(o) of this Agreement (and, for purposes of determining whether or not a breach of such representations and warranties has occurred, without giving effect to whether such representations are limited to the actual knowledge of the Shareholders), the Shareholders shall indemnify SFX and all other indemnified parties for all actual out-of-pocket expenditures by such parties with respect to 30 Compliance Losses (as defined below) in the aggregate in excess of $700,000 (the "Special Basket Amount") which are incurred by SFX or any such other indemnified parties as a result of: (x) any structural repairs to any Real Property which SFX or any such indemnified parties shall, on or before the date which is fifteen months following the Closing Date, commence the performance of, but only to the extent that such structural repairs are required to be performed by the tenant pursuant to the express provisions of the applicable Lease for such Real Property or, if the applicable Lease is silent as to whether the landlord or the tenant is required to perform such work, as required by law solely because of such party's status as a tenant under such applicable Lease, and (y) SFX or any such indemnified parties shall be required to remediate and shall, on or before the date which is fifteen months following the Closing Date commence such remediation, of any hazardous substances on any of the Real Property which hazardous substances were released, discharged or disposed of by GDT or any of its Subsidiaries on such Real Property and the remediation of which is (a) required to be performed in order to comply with an Environmental Law and (b) is required to be performed by the tenant under the applicable Lease for such Real Property or, if the applicable Lease is silent as to whether the landlord or the tenant is required to perform such work, as required by law solely because of such party's status as a tenant under such applicable Lease (collectively, the "Compliance Losses"). For purposes of this Section 15(d), Compliance Losses shall be comprised of the aggregate amount of such Compliance Losses under all of the Agreements. Notwithstanding the limitation on the aggregate amount of the indemnity obligations of the Shareholders, the Members, the Seller and the Sellers under Section 13 contained in the second to last sentence of Section 15(c), in the event that the amount of the Compliance Losses, when added to the total amount of Deductible Losses subject to indemnification under Section 13 with respect to all Agreements, shall cause the aggregate Deductible Losses and Compliance Losses to exceed the sum of $6,500,000, then, solely to the extent of the amount of the Compliance Losses, such limitation shall be increased to the sum of $8,500,000 with respect to all such Compliance Losses in the aggregate. By way of example, (A) in the event that all Deductible Losses under Section 13 shall equal the sum of $6,000,000 in the aggregate and the Compliance Losses shall equal the sum of $3,000,000 in the aggregate, SFX shall be entitled to recover the amount of $6,000,000 in respect of such Deductible Losses and the amount of $2,300,000 in respect of such Compliance Losses, and (B) in the event that all Deductible Losses under Section 13 shall equal the sum of $8,000,000 and Compliance Losses shall equal the sum of $1,200,000, SFX shall be entitled to recover the aggregate sum of $7,000,000 representing $6,500,000 of Deductible Losses and $500,000 of Compliance Losses. Any breach of the representations and warranties set forth in Section 7(o) which is not subject to this Section 15(d) shall be subject to Section 15(c). (e) If any Indemnitee shall have actual knowledge as of the Closing Date that any of the representations or warranties of any other party hereto contained herein are false or inaccurate or that an Indemnitor is in breach of any covenant or obligation under this Agreement, then the Indemnitor shall have no liability for any loss resulting from or arising out of the falsity or inaccuracy of such representations or warranties, or the breach of such covenant or obligation. (f) Any indemnifiable Loss hereunder shall be calculated on a net after tax basis and shall be reduced by the amounts actually recovered by the Indemnitee from its insurance carriers and any amounts recovered by such party subsequent to the payment by the Indemnitor with respect to the same claim shall be remitted to the Indemnitor; provided that such remittance shall not exceed the amount of the indemnification payment made by such Indemnitor. (g) The remedies provided in Sections 7.2 through 7.4 hereof 13, 14 and 15 shall be cumulative the sole and exclusive remedies of the parties with respect to any breach of a representation, warranty or covenant by another party under this Agreement, except as set forth elsewhere in this Agreement. (h) All indemnification payments shall not preclude assertion be treated by any party of any other rights or the seeking of any other rights or remedies against any other party heretoparties as adjustments to the Purchase Price.

Rules Regarding Indemnification. (a) The rights and obligations and liabilities of each indemnifying party claiming a right to indemnification hereunder with respect to claims resulting ("Indemnitee") from the assertion of liability by the other party or third parties ("Indemnitor") shall be subject to governed by the following terms and conditionsrules: (i) The indemnified party Indemnitee shall give prompt written notice to the indemnifying party Indemnitor of any claim state of facts which might Indemnitee believes will give rise to a claim by the indemnified party Indemnitee against the indemnifying party Indemnitor based on their the indemnity agreements contained in Sections 7.2 16 and 7.3 17 hereof, reasonably stating the nature and basis of said claims and the amounts amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder except to the extent such failure materially prejudiced such Indemnitor's ability to successfully defend the matter giving rise to the indemnification claim. (ii) In the event any such action, suit or proceeding Proceeding is brought against the indemnified partyIndemnitee, with respect to which the indemnifying party Indemnitor may have liability under the indemnity agreements contained in Sections 7.2 and 7.3 Section 16 or Section 17 hereof, the action, suit or proceeding shall, upon the written acknowledgement then such Proceeding may be defended by the indemnifying party Indemnitor at Indemnitor's expense with counsel selected by Indemnitor (subject to Indemnitee's reasonable consent). In the event that it is obligated representation of Indemnitee by Indemnitor's counsel would present such counsel with a conflict of interest, or if Indemnitor shall fail to indemnify under assume the defense of the Proceeding in a timely manner, then such indemnity agreementIndemnitee may employ separate counsel reasonably satisfactory to the Indemnitor to represent or defend the Indemnitee in the Proceeding and the Indemnitor will promptly pay from time to time the reasonable fees and expenses of such counsel; provided, however, that the Indemnitor will not be defended (including all proceedings on appeal or for review which required to pay the fees and expenses of more than one separate counsel for all Indemnitees in any jurisdiction in any single Proceeding or in separate but similar Proceedings. In any Proceeding in which the indemnified party shall deem appropriate) by the indemnifying party. The indemnified party shall Indemnitee does not have the right to employ its own counsel at Indemnitor's expense as permitted by the immediately preceding sentence, the Indemnitee shall have the right to employ counsel to participate in any such caseProceeding, but the fees and expenses of such counsel employed by Indemnitee to participate in such Proceeding shall be at the indemnified partyIndemnitee's own expense unless expense. (Aiii) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the indemnifying party in connection with the defense of such action, suit or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party Indemnitee shall be kept fully informed reasonably in formed by the Indemnitor of such actionProceeding. Each party shall, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall its own expense, make available to the indemnified party other parties and its their respective attorneys and accountants all books and records of the indemnifying such party relating to such proceedings or litigation Proceeding, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingProceeding. (b) The indemnified party Indemnitor shall not make any no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee's consent, such consent not to be unreasonably withheld, and the Indemnitee shall make no settlement of any claims covered by the indemnities hereunder without the written Indemnitor's consent, such consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayedwithheld. (c) Except as herein expressly provided, the remedies provided in Sections 7.2 through 7.4 hereof shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other rights or remedies against any other party hereto.

Rules Regarding Indemnification. (a) a. The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions: (i) The indemnified party shall give prompt written notice to the indemnifying party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on their the indemnity agreements contained in Sections 7.2 Paragraphs 10.2 and 7.3 10.3 hereof, stating the nature and basis of said claims and the amounts thereof, to the extent known.; and (ii) In the event any such action, suit or proceeding is brought against the indemnified party, with respect to which the indemnifying party may have liability under the indemnity agreements contained in Sections 7.2 and 7.3 hereof, the action, suit or proceeding shall, upon the written acknowledgement by the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriate) by the indemnifying party. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the indemnifying party in connection with the defense of such action, suit or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (b) The indemnified party shall not make any settlement of any claims without the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed, except as set forth in c. below. (c) Except as herein expressly provided, b. Neither the remedies provided failure nor the delay on the part of an indemnified party hereunder in Sections 7.2 through 7.4 hereof shall be cumulative and shall not preclude assertion by any notifying the indemnifying party of any other rights or claim which might give rise to a claim by the seeking indemnified party against the indemnifying party shall relieve the indemnifying party from any obligation hereunder unless (and then solely to the extent) the indemnifying party thereby is prejudiced. c. In the case of third party claims, the indemnified party shall, within ten (10) days of receipt of notice of such claim, notify the indemnifying party of its intention to assume the defense of such claim at its own expense. If the indemnifying party shall not assume the defense of any other rights such claim or remedies litigation resulting therefrom, the indemnified party may defend against any other such claim or litigation in such manner as it may deem appropriate and the indemnified party heretomay settle such claim or litigation on such terms as it may deem appropriate. Payment of the damages shall be made within ten (10) days of a final determination of a claim.

Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying party which may be subject to indemnification liability hereunder with respect (the “Indemnifying Party”) to claims resulting from the assertion of liability by the other party or third parties (the “Indemnified Party”) shall be subject to the following terms and conditions: (ia) The indemnified party shall give prompt written Claims by Non-Parties. Within twenty (20) days (or such earlier time as might be required to avoid prejudicing the Indemnifying Party’s position) after receipt of notice to of commencement of any action evidenced by service of process or other legal pleading, or with reasonable promptness after the indemnifying party assertion of any claim which might by a third party, the Indemnified Party shall give rise to the Indemnifying Party written notice thereof together with a claim by the indemnified party against the indemnifying party based on their indemnity agreements contained in Sections 7.2 and 7.3 hereofcopy of such claim, stating the nature and basis of said claims process or other legal pleading, and the amounts thereof, to the extent known. (ii) In the event any such action, suit or proceeding is brought against the indemnified party, with respect to which the indemnifying party may have liability under the indemnity agreements contained in Sections 7.2 and 7.3 hereof, the action, suit or proceeding shall, upon the written acknowledgement by the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriate) by the indemnifying party. The indemnified party Indemnifying Party shall have the right to employ undertake the defense thereof by representatives of its own choosing and at its own expense, subject however to the rights of any insurance company insuring against liabilities related to the subject party claim to appoint counsel. Notwithstanding the foregoing, the Indemnified Party may participate in the defense with counsel in any such case, but the fees of its own choice and expenses of such counsel shall be at the indemnified party's its own expense unless (A) provided that the employment Indemnifying Party will bear the expense of such counsel and for the payment Indemnified Party if the Indemnified Party could have an inconsistent or conflicting interest from that of such fees and expenses both shall have been specifically authorized by the indemnifying party in connection with the defense of such action, suit Indemnifying Party or proceeding, one or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party more legal defenses that there may be specific defense available to it which are different from or additional to those available to the indemnifying party Indemnifying Party). Further: (i) If the Indemnifying Party, by the thirtieth (30th) day after receipt of notice of any such claim (or, if earlier, by the tenth [10th] day preceding the day on which an answer or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope other pleading must be served in order to prevent judgment by default in favor of the indemnity agreements contained in Sections 7.2 and 7.3 hereofperson asserting such claim), in any of which events does not elect to defend against such claim, the indemnifying partyIndemnified Party, upon further notice to the extent made necessary by such defenseIndemnifying Party, shall not will have the right to direct undertake the defense, compromise or settlement of such claim on behalf of or for the account and risk of the Indemnifying Party and at the Indemnifying Party’s expense, subject to the right of the Indemnifying Party to assume the defense of such actionclaim at any time prior to settlement, suit compromise or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingfinal determination thereof. (bii) The indemnified party Notwithstanding anything to the contrary contained in this Section 8.04(a), the Indemnifying Party shall not make settle any settlement of any claims claim without the written consent of the indemnifying partyIndemnified Party unless such settlement involves only the payment of money and the claimant provides to the Indemnified Party a release from all liability in respect of such claim. If the settlement of the claim involves more than the payment of money, the Indemnifying Party shall not settle the claim without the prior consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayedwithheld. (ciii) Except as herein expressly provided, The Indemnified Party and the remedies provided in Sections 7.2 through 7.4 hereof shall be cumulative and shall not preclude assertion by any party Indemnifying Party will each cooperate with all reasonable requests of any the other rights or for the seeking purpose of any other rights or remedies defending against any other party heretoclaims. (iv) The Indemnifying Party shall make all payments pursuant to the indemnification provisions contained in this Section 8.04(a) within ten (10) business days after final determination of the amount thereof.

Rules Regarding Indemnification. (a) The rights and obligations and liabilities of each indemnifying party claiming a right to indemnification hereunder with respect to claims resulting ("Indemnitee") from the assertion of liability by the other party or third parties ("Indemnitor") shall be subject to governed by the following terms and conditionsrules: (i) The indemnified party Indemnitee shall give prompt written notice to the indemnifying party Indemnitor of any claim state of facts which might Indemnitee determines will give rise to a claim by the indemnified party Indemnitee against the indemnifying party Indemnitor based on their the indemnity agreements contained in Sections 7.2 13 and 7.3 hereof14, stating the nature and basis of said claims and the amounts amount thereof, to the extent known; provided, however, that any claim for indemnification hereunder must be received by the Indemnitor within six months after the Closing Date. (ii) In the event any such action, suit or proceeding is brought against the indemnified partyIndemnitee, with respect to which the indemnifying party Indemnitor may have liability under the indemnity agreements contained in Sections 7.2 Section 13 and 7.3 hereof14, the Indemnitor shall have thirty (30) days after receipt of notice of such action, suit or proceeding shallto undertake, upon conduct and control, through counsel of its own choosing and at its own expense, the written acknowledgement by the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended settlement or defense thereof (including all proceedings on appeal or for review which counsel for the indemnified party Indemnitee shall deem appropriate) by ), and the indemnifying partyIndemnitee shall cooperate with it in connection therewith. The indemnified party Indemnitor shall have permit the right Indemnitee to employ its own participate in such settlement or defense through counsel in any chosen by such caseIndemnitee. If the Indemnitee elects to so participate, but the fees and expenses of such counsel shall be borne by the Indemnitee. So long as the Indemnitor, at Indemnitor's cost and expense, (1) has undertaken the defense of, and assumed full responsibility for all indemnified party's own expense unless liabilities with respect to, such claim, (A2) is reasonably contesting such claim in good faith, by appropriate proceedings, and (3) has taken such action (including the employment posting of such counsel and a bond, deposit or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Indemnitee for payment of such fees and expenses both claim, the Indemnitee shall not pay or settle any such claim. Notwithstanding compliance by the Indemnitor with the preceding sentence, the Indemnitee shall have been specifically authorized the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the indemnifying party in connection with Indemnitor for such claim. If, within thirty (30) days after the receipt of a notice of a claim of indemnity hereunder, the Indemnitor does not notify the Indemnitee that it elects, at Indemnitor's cost and expense, to undertake the defense of such action, suit or proceedingthereof and assume full responsibility for all indemnified liabilities with respect thereto, or (B) gives such indemnified party notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Indemnitee's property as contemplated above, the Indemnitee shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available right to it which are different from or additional to those available to contest, settle and/or compromise the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying partyclaim and, to the extent made necessary the actions, if any, taken by the Indemnitee in settling or compromising such defenseclaim are reasonable and in good faith, the Indemnitee shall not have the thereby waive any right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related indemnity therefor pursuant to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. this Agreement. (iii) The indemnified party Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof thereof, whether or not it is so representedrepresented by counsel. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (b) The indemnified party Indemnitor shall not make any no settlement of any claims which Indemnitor has undertaken to defend without Indemnitee's consent unless the written consent Indemnitor fully indemnifies the Indemnitee for all Losses and such settlement does not involve (i) the entry of injunctive or other equitable relief against the indemnifying party, which consent shall not be unreasonably withheld Indemnitee or delayed(ii) an admission of guilt or wrongdoing. (c) Except Subject to Section 15(d), the Seller shall not be responsible for Losses indemnifiable under Sections 13(ii) or (iii) ("Deductible Losses") unless and until such Deductible Losses in the aggregate exceed an amount equal to $450,000 (the "Basket Amount"). In the event that the aggregate of such Deductible Losses exceeds the Basket Amount, the Seller shall indemnify SFX and all other indemnified parties for all Deductible Losses including the Basket Amount. For purposes of this Section 15(c), Deductible Losses shall be comprised of the aggregate amount of such Deductible Losses under each of the Agreements. In no event shall the collective indemnity obligations of the Seller, the Shareholders, the Members or the Sellers (as each such term is defined herein expressly and in the Stock Purchase Agreement, the Membership Interest Purchase Agreement and the Albuquerque/Festivals Agreement, respectively) for Deductible Losses under Section 13 in all of the Agreements in the aggregate exceed $6.5 million, provided, however, that the Basket Amount shall not apply to any breach of the representation and warranty set forth in Section 7(t) and such Losses shall not be counted towards determining whether the aggregate Deductible Losses exceed $6.5 million. Deductible Losses subject to indemnification under this Section 15(c) shall not include Compliance Losses (defined below) subject to indemnification under Section 15(d). (d) Notwithstanding the first two sentences of Section 15(c) and solely with respect to the representations and warranties contained in Section 7(k) and Section 7(o) of this Agreement (and, for purposes of determining whether or not a breach of such representations and warranties has occurred, without giving effect to whether such representations are limited to the actual knowledge of the Seller), the Seller shall indemnify SFX and all other indemnified parties for all actual out-of-pocket expenditures by such parties with respect to Compliance Losses (as defined below) in the aggregate in excess of $700,000 (the "Special Basket Amount") which are incurred by SFX or any such other indemnified parties as a result of: (x) any structural repairs to any Real Property which SFX or any such indemnified parties shall, on or before the date which is fifteen months following the Closing Date, commence the performance of, but only to the extent that such structural repairs are required to be performed by the tenant pursuant to the express provisions of the applicable Lease or management and/or operating agreement for such Real Property or, if the applicable Lease or management and/or operating agreement is silent as to whether the landlord or the tenant or manager/operator is required to perform such work, as required by law solely because of such party's status as a tenant or manager/operator under such applicable Lease or management and/or operating agreement, and (y) SFX or any such indemnified parties being required to remediate, and commencing such remediation on or before the date which is fifteen months following the Closing Date with respect to any hazardous substances on any of the Real Property which hazardous substances were released, discharged or disposed of by the Seller or any of its Subsidiaries on such Real Property and the remediation of which is (a) required to be performed in order to comply with an Environmental Law and (b) is required to be performed by the tenant under the applicable Lease or management and/or operating agreement for such Real Property or, if the applicable Lease or management and/or operating agreement is silent as to whether the landlord or the tenant or the manager or operator is required to perform such work, as required by law solely because of such party's status as a tenant or manager/operator under such applicable Lease (collectively, the "Compliance Losses"). For purposes of this Section 15(d), Compliance Losses shall be comprised of the aggregate amount of such Compliance Losses under all of the Agreements. Notwithstanding the limitation on the aggregate amount of the indemnity obligations of the Shareholders, the Members, the Seller and the Sellers under Section 13 contained in the last sentence of Section 15(c), in the event that the amount of the Compliance Losses, when added to the total amount of Deductible Losses subject to indemnification under Section 13 with respect to all Agreements, shall cause the aggregate Deductible Losses and Compliance Losses to exceed the sum of $6,500,000, then, solely to the extent of the amount of the Compliance Losses, such limitation shall be increased to the sum of $8,500,000 with respect to all such Compliance Losses in the aggregate. By way of example, (A) in the event that all Deductible Losses under Section 13 shall equal the sum of $6,000,000 in the aggregate and the Compliance Losses shall equal the sum of $3,000,000 in the aggregate, SFX shall be entitled to recover the amount of $6,000,000 in respect of such Deductible Losses and the amount of $2,300,000 in respect of such Compliance Losses and (B) in the event that all Deductible Losses under Section 13 shall equal the sum of $8,000,000 and Compliance Losses shall equal the sum of $1,200,000, SFX shall be entitled to recover the aggregate sum of $7,000,000 representing $6,500,000 of Deductible Losses and $500,000 of Compliance Losses. Any breach of the representations and warranties set forth in Section 7(o) which is not subject to this Section 15(d) shall be subject to Section 15(c). (e) If any Indemnitee shall have actual knowledge as of the Closing Date that any of the representations or warranties of any other party hereto contained herein are false or inaccurate or that an Indemnitor is in breach of any covenant or obligation under this Agreement, then the Indemnitor shall have no liability for any loss resulting from or arising out of the falsity or inaccuracy of such representations or warranties, or the breach of such covenant or obligation. (f) Any indemnifiable Loss hereunder shall be calculated on a net after tax basis and shall be reduced by the amounts actually recovered by the Indemnitee from its insurance carriers and any amounts recovered by such party subsequent to the payment by the Indemnitor with respect to the same claim shall be remitted to the Indemnitor; provided that such remittance shall not exceed the amount of the indemnification payment made by such Indemnitor. (g) The remedies provided in Sections 7.2 through 7.4 hereof 13, 14 and 15 shall be cumulative the sole and exclusive remedies of the parties with respect to any breach of a representation, warranty or covenant by another party under this Agreement, except as set forth elsewhere in this Agreement. (h) All indemnification payments shall not preclude assertion be treated by any party of any other rights or the seeking of any other rights or remedies against any other party heretoparties as adjustments to the Purchase Price.

Rules Regarding Indemnification. (a) The obligations and liabilities of each party hereto (the "indemnifying party party") which may be subject to indemnification liability hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall party(ies) (the “indemnified party”) will be subject to the following terms and conditions: (ia) The indemnified party shall will give prompt written notice to the indemnifying party of any claim which might give rise party, within such time as not to a claim by prejudice the indemnified party indemnifying party’s ability to defend against the indemnifying party based on their indemnity agreements contained in Sections 7.2 and 7.3 hereofunderlying claim, stating with reasonable specificity the nature and basis of said claims claim and the amounts amount thereof, to the extent known. b) If, within ten (ii10) In days after receiving such notice, the event any such action, suit or proceeding is brought against indemnifying party advises the indemnified partyparty that it will provide indemnification and / or assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will not settle or admit liability with respect to which the claim without the consent of the indemnifying party may have liability under the indemnity agreements contained in Sections 7.2 and 7.3 hereof, the action, suit or proceeding shall, upon the written acknowledgement by the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriate) by the indemnifying party. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the indemnifying party in connection with the defense of such action, suit or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available to it which are different from or additional to those available will afford to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond and defending counsel reasonable assistance in defending against the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events claim. c) If the indemnifying party, to party assumes the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses counsel reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available acceptable to the indemnified party will be selected by such party and if the indemnified party then retains its attorneys own counsel, it will do so at its own expense. d) If the indemnified party does not receive a written objection to such notice within ten (10) days after the indemnifying party's receipt of such notice, the claim for indemnity will be conclusively presumed to have been assented to and accountants all books approved, and records in such case the indemnified party may control the defense of the indemnifying matter or case and, at its sole discretion, settle or admit liability. e) If within the aforesaid ten (10) day period the indemnified party relating will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty (30) days after receipt of such proceedings or litigation and objection the parties hereto agree will attempt to render settle the dispute as between the indemnified party and indemnifying parties. If they are unable to each other such assistance as they may reasonably require settle the dispute, the Initials unresolved issue or issues will be settled by a court of each other competent jurisdiction located in order to ensure Las Vegas, Nevada. During the proper and adequate defense pendency of any such actiondispute, suit or proceeding. (b) The the indemnified party shall not make any settlement of any claims without the written consent may control all aspects of the indemnifying party, which consent shall not be unreasonably withheld defense of the matter or delayedcase. (c) Except as herein expressly provided, the remedies provided in Sections 7.2 through 7.4 hereof shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other rights or remedies against any other party hereto.

Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions: (i) 7.3.1 The indemnified party shall give prompt written notice to the indemnifying party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on their the indemnity agreements agreement contained in Sections Section 7.2 and 7.3 hereof, stating the nature and basis of said claims and the amounts thereof, to the extent known. . If written notice is not given to the indemnifying party within thirty (ii30) In days from receipt of notice of the event any such actionclaim to be indemnified, suit or proceeding is brought against in sufficient detail to apprise the indemnifying party of the nature of the claim (in each instance taking into account the facts and circumstances known by the indemnified party, party with respect to which such claim), the indemnifying party may have liability under shall not be liable to the indemnity agreements contained in Sections 7.2 and 7.3 hereof, party seeking indemnification to the action, suit or proceeding shall, upon the written acknowledgement by extent that the indemnifying party can demonstrate that it is obligated to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriate) by the indemnifying partyits rights were irreparably prejudiced thereby. The indemnified indemnifying party shall have the right right, at its option, to employ compromise or defend, at its own expense and by its own counsel, any claim involving the asserted liability of the party seeking indemnification. If any indemnifying party shall undertake to compromise or defend any such asserted liability, it shall promptly notify the party seeking indemnification of its intention to do so, and the party seeking indemnification agrees to cooperate fully with the indemnifying party and its counsel in the compromise of, or defense against, any such case, but asserted liability. The indemnifying party shall not settle any claim in any manner that would materially affect the fees and expenses of such counsel shall be at indemnified party without the indemnified party's own expense unless (A) the employment of such counsel and the payment of such fees ’s prior written consent. All costs and expenses both shall have been specifically authorized by the indemnifying party incurred in connection with the defense of such action, suit or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof cooperation shall be borne by the indemnifying party. The In any event, the indemnified party shall be kept fully informed have the right, at its own expense and by its own counsel to participate in the defense of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingasserted liability. (b) 7.3.2 The indemnified party shall not make any settlement of any claims without the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. (c) Except as herein expressly provided, the remedies provided in Sections 7.2 through 7.4 hereof shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other rights or remedies against any other party hereto.

Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions: (ia) The indemnified party shall give prompt written notice to the indemnifying party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on their indemnity agreements contained in Sections 7.2 and 7.3 hereofparty, stating the nature and basis of said claims and the amounts thereof, to the extent known. (ii) In the event any such action, suit or proceeding is brought against the indemnified party, with respect to which the indemnifying party may have liability under the indemnity agreements contained in Sections 7.2 and 7.3 hereof, the action, suit or proceeding shall, upon the written acknowledgement by the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriate) by the indemnifying party. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the afford indemnifying party in connection with the opportunity, at indemnifying party’s expense, to assume the defense of such action, suit or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense settlement of any such actionclaim, suit with its own counsel. If indemnifying party fails to do so, indemnified party may undertake the defense or proceedingsettlement of the claim at the expense of and for the account of indemnifying party. (b) The indemnified party shall not make any settlement of any claims without the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. (c) Except Any amounts owing to the indemnified party pursuant to the provisions of this Article 4 shall be due and payable on the fifth business day following indemnifying party’s receiving notice of a claim thereunder by giving notice as herein expressly providedprovided above. From and after the date on which payment is due, the remedies provided in Sections 7.2 through 7.4 hereof amount owing shall be cumulative and shall not preclude assertion bear interest at the maximum lawful rate permitted by any party of any other rights or the seeking of any other rights or remedies against any other party heretoapplicable law, but no event exceeding ten percent (10%) per annum.

Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions: (a) All claims for indemnification by any Indemnified Party under this Article X shall be asserted and resolved as provided in this Section 10.3 except as otherwise set forth in Schedule 10.1(b). In the event any Indemnified Party shall have a claim for indemnification under Section 10.1 or 10.2 hereof against any Indemnifying Party, the Indemnified Party shall deliver an Indemnity Notice to the Indemnifying Party within a period of forty-five (45) days following the date on which the Indemnified Party becomes aware of such claim. The failure by any Indemnified Party to give such Indemnity Notice shall not impair such party's rights hereunder, except to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice, or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Losses in the amount specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section 10.1, hereof, as the case may be, and the Indemnifying Party shall immediately pay the amount of such Losses to the Indemnified Party on demand. If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that it disputes the claim described in the Indemnity Notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and, if not resolved through negotiations within the Resolution Period, such dispute shall be resolved by any lawful manner. (b) If any written claim is made by a third party, or if any suit or proceeding (including, but not limited to, an arbitration or an audit by any taxing authority) is instituted, in each case against Indemnified Party which, if prosecuted successfully, would, in the judgment of Indemnified Party, be a matter for which Indemnified Party is entitled to indemnification under this Agreement (a "Third Party Claim"), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions: (i) The indemnified party Indemnified Party shall give prompt Indemnifying Party an Indemnity Notice of any such Third Party Claim within twenty (20) days after receipt by Indemnified Party of written notice thereof, provided, however, that the failure of Indemnified Party to furnish written notice to the indemnifying party Indemnifying Party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on their indemnity agreements contained in Sections 7.2 and 7.3 hereofThird Party Claim shall not release Indemnifying Party from Indemnifying Party's obligations under this Article X, stating the nature and basis of said claims and the amounts thereof, except to the extent knownIndemnifying Party is actually prejudiced by such failure. Indemnifying Party may undertake the defense of such Third Party Claim at its expense by representatives of its own choosing; provided that (A) the Indemnifying Party shall obtain the prior approval by the Indemnified Party of such counsel, which approval shall not be unreasonably withheld, (B) the Third Party Claim does not involve a claim for specific performance, or injunctive or other equitable relief (such claims being dealt with under subsection (a) above) and (C) nothing herein shall prejudice the right of the Indemnified Party to participate in such defense at its own expense through counsel of its choosing. The assumption of the defense of any Third Party Claim by Indemnifying Party shall constitute the agreement of Indemnifying Party to assume, without condition or reservation, full responsibility for such Third Party Claim. Thereafter, Indemnifying Party shall pay as and when due all costs and expenses related to the defense of such Third Party Claim and shall pay and satisfy in full the Final Amount of any and all Losses arising therefrom or related thereto. (ii) In If Indemnifying Party does not so undertake the event any defense of such actionThird Party Claim within fifteen (15) days after written notice of such claim has been given to Indemnifying Party by Indemnified Party, suit or proceeding is brought against the indemnified party, with respect to which the indemnifying party may have liability under the indemnity agreements contained in Sections 7.2 and 7.3 hereof, the action, suit or proceeding shall, upon the written acknowledgement by the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriate) by the indemnifying party. The indemnified party Indemnified Party shall have the right to employ undertake the defense, compromise and settlement of such Third Party Claim with counsel of its own counsel in any choosing. Under such casecircumstances, but Indemnified Party shall, promptly upon its assumption of the fees and expenses defense of such counsel Third Party Claim, give an Indemnity Notice which shall thereafter be at deemed to be an Indemnity Notice that is not with respect to a Third Party Claim subject to the indemnified party's own expense unless procedures set forth in this Section 10.3(b). (Aiii) the employment of such counsel The Indemnified Party and the payment of such fees and expenses both Indemnifying Party shall have been specifically authorized by the indemnifying party cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including, but not limited to, making available records relating to such actionclaim and furnishing employees of Indemnified Party or Indemnifying Party as may be reasonably necessary for the preparation of the defense of any such Third Party Claim or for testimony as witnesses in any proceeding relating to such claim. All costs and expenses incurred by Indemnifying Party or Indemnified Party in connection with the foregoing shall be the responsibility of the party requesting such cooperation. (iv) The Indemnified Party shall have the right to participate fully in all proceedings, including settlement discussions, shall be provided copies of notices, orders and all other papers, and shall be given prior notice by the Indemnifying Party of any meetings, hearings and other discussions in any such suit or proceeding. The Indemnifying Party shall consult with the Indemnified Party and keep the Indemnified Party fully advised of the progress of any such suit or proceeding, and shall make no admissions or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may otherwise act in a manner which might be specific defense available to it which are different from or additional to those available prejudicial to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained Indemnified Party's rights in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of connection with any such action, suit or proceeding. (bv) The indemnified Indemnifying Party agrees that any controversy between it and the Indemnified Party concerning its obligations under this indemnity may be litigated in the same forum and concurrently with any lawsuit against the Indemnified Party to which such controversy may relate, and the Indemnified Party agrees to voluntarily appear in such forum and submit to the jurisdiction thereof. (vi) Unless Indemnifying Party has failed or refused to undertake the defense of such third party claim, no settlement by Indemnified Party of a Third Party Claim shall not make any settlement of any claims be made without the prior written consent of Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If Indemnifying Party has assumed the indemnifying partydefense of a Third Party Claim as contemplated by this Section 10.3(b), no settlement of such Third Party Claim may be made by Indemnifying Party without the prior written consent of Indemnified Party, which consent shall not be unreasonably withheld or delayed. (c) Except as herein expressly provided, the remedies provided in Sections 7.2 through 7.4 hereof shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other rights or remedies against any other party hereto.

Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying party hereunder with respect Purchaser or ADC, as applicable, to claims resulting from indemnify (the assertion of liability by "Indemnifying Party') the other party or third parties Indemnified Parties shall be subject to the following terms and conditions: (ia) The indemnified party Indemnified Parties shall give prompt written notice to the indemnifying party Indemnifying Party of any claim which might give gives rise to a claim by the indemnified party Indemnified Parties against the indemnifying party Indemnifying Party based on their the indemnity agreements agreement contained in Sections 7.2 and 7.3 Section 10.1 hereof, stating the nature and basis of said claims and the amounts thereof, to the extent known. (iib) In the event any such claims, action, suit or proceeding is brought against the indemnified party, Indemnified Parties with respect to which the indemnifying party Indemnifying Party may have liability under the indemnity agreements contained in Sections 7.2 and 7.3 hereofSection 10.1 hereof the Indemnified Parties shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim, provided that the actionIndemnified Parties shall not be required to permit the Indemnifying Party to assume the defense of any third party claim which if not first paid, suit discharged, or proceeding shall, upon otherwise complied with would result in an interruption or cessation of the written acknowledgement conduct of the business of the Indemnified Parties or any part thereof. Failure by the indemnifying party that it is obligated Indemnifying Party to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for notify the indemnified party shall deem appropriate) by Indemnified Parties of the indemnifying party. The indemnified party shall have the right Indemnifying Party's election to employ its own counsel in defend any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both claim or action by a third party within 30 days after notice thereof shall have been specifically authorized given by the indemnifying Indemnified Parties, shall be deemed a waiver of any such election. If the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim shall include taking all steps reasonably necessary in the defense or settlement of such claim or litigation resulting in the defense or settlement of such claim or litigation resulting therefrom, including the retention of counsel satisfactory to the Indemnified Parties, and holding the Indemnified Parties han-riless fi-om and against any and all damage resulting from, arising out of, or incurred with respect to any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom. The Indemnifying Party shall not, in the defense of such claim or litigation, consent to the entry of any judgment (other than a judgment of dismissal on the merits with costs) except with the written consent of the Indemnified Parties nor enter into any settlement (except with the written consent of the Indemnified Parties) which does not include as an unconditional term thereof the giving by the claimant or the..Plaintiff to the Indemnified Parties a release from all liability in respect to such claim or litigation. If the Indemnifying Party shall not assume the defense of any such claim by a third party or litigation resulting therefrom, the Indemnified Parties may defend against such claim or litigation in such manner as they deem appropriate. The Indemnifying Party shall, in accordance with the provisions hereof, promptly reimburse th6 Indemnified Parties for the amount of any settlement reasonably entered into by the Indemnified Parties and for all damage incurred by the Indemnifying Party in connection with the defense against or settlement of such action, suit claim or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedinglitigation. (b) The indemnified party shall not make any settlement of any claims without the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. (c) Except as herein expressly provided, the remedies provided in Sections 7.2 through 7.4 hereof shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other rights or remedies against any other party hereto.

Rules Regarding Indemnification. (a) The rights and obligations and liabilities of each party claiming a right to indemnification hereunder (an "indemnified party") from any other party (an "indemnifying party hereunder with respect to claims resulting from the assertion of liability party") shall be governed by the other party or third parties shall be subject to the following terms and conditionsrules: (i) The indemnified party or parties shall give prompt written notice to the indemnifying party parties of any claim state of facts which might the indemnified party or parties determine is likely to give rise to a claim by the indemnified party or parties against the indemnifying party parties based on their the indemnity agreements contained in Sections 7.2 and 7.3 hereofSection 10.01 or 10.02, as the case may be, stating the nature and basis of said claims claim and the amounts amount thereof, to the extent known. No failure to give such notice to any or all of the indemnifying parties shall affect the indemnification obligations of any indemnifying party hereunder, except to the extent such failure materially prejudiced such indemnifying party's ability to successfully defend the matter giving rise to the indemnification claim. (ii) In Without limiting the event any such action, suit or proceeding is brought against the indemnified party, with respect to which the indemnifying party may have liability under the indemnity agreements contained in Sections 7.2 and 7.3 hereof, the action, suit or proceeding shall, upon the written acknowledgement by the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriate) by the indemnifying party. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the indemnifying party in connection with the defense of such action, suit or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf other rights of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by parties, the indemnifying party. The indemnified party shall be kept fully informed of such actionparties shall, suit or proceeding at all stages thereof whether or not it is so represented. The the indemnifying party shall parties' expense, make available to the indemnified party or parties and its or their attorneys and accountants all books and records of the indemnifying party parties relating to such proceedings action, suit or litigation proceeding, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (biii) In the event any action, suit or proceeding is brought against any indemnified party with respect to which any indemnifying party may have liability under the indemnity agreements contained in Section 10.01 or 10.02, then upon the written acknowledgment by the indemnifying parties that they are undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming (and providing evidence reasonably satisfactory to the indemnified parties) that the claim is one with respect to which the indemnifying parties are obligated to indemnify and that they will be able to pay the full amount of the cost of the defense of any such action, suit or proceeding, such defense shall be in the sole control of the indemnifying parties. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized in writing by the indemnifying parties in connection with the defense of such action, suit or proceeding. Notwithstanding the first sentence of this Section 10.03(a)(iii), in the event any action, suit or proceeding is brought against any party hereto alleging a violation of the federal or state securities laws or seeking monetary recovery under the federal or state securities laws, regardless of the merits thereof, and the claim is one with respect to which this Agreement expressly provides for indemnification or contribution in Section 10.01, Section 10.02 or Section 10.05 (whether or not such indemnification or contribution is enforceable) (a "Securities Claim"), (A) the defense of any such action, suit or proceeding (including all proceedings on appeal or for review which counsel for either the indemnifying parties or counsel for the indemnified party shall deem appropriate) shall be under joint control of counsel for the indemnifying parties and counsel for the indemnified party, (B) all Losses (other than attorneys' fees of the indemnified parties) shall be paid by the indemnifying party and (C) there shall be no settlement of any such action, suit or proceeding without the prior written consent of all indemnified parties and all indemnifying parties. Notwithstanding the first sentence of this Section 10.03(a)(iii), in the event any action, suit or proceeding is brought against a Partnership, the defense of such action, suit or proceeding shall be in the sole control of the Partnership. (b) The indemnifying parties shall make any no settlement of any claims as to which the indemnifying parties are responsible for indemnity hereunder without the prior written consent of the indemnified party or parties, unless the indemnifying parties fully indemnify the indemnified party or parties for all Losses in connection therewith, there is no finding or admission of violation of law or breach of fiduciary duty by, or effect on any other claims that may be made against, the indemnified party or parties, and the relief granted in connection therewith requires no action on the part of, and has no effect on, the indemnified party or parties. The indemnified parties shall make no settlement of any claims as to which the indemnifying parties are responsible for indemnity hereunder without the prior written consent of the indemnifying partyparties, which consent unless the indemnifying parties shall not be unreasonably withheld or delayedhave failed to undertake the defense of such claims. (c) Except Seller Indemnitees shall not be deemed to have waived any right to indemnification under Section 10.02 solely by reason of the board of directors of FWC, any Subsidiary or any Lower Tier Entity having approved the action upon which a claim against any of Seller Indemnitees is based, if such approval was granted at the request of the FWC Residential Committee or any Subsidiary Residential Committee (as herein expressly such terms are defined in the Stockholders' Agreement). (d) In measuring the Loss incurred by a Seller Indemnitee pursuant to Section 10.02(d), if a claim shall be asserted against either WFA or FWC in its capacity as a general partner of a Partnership, all Affiliates of WFA or FWC which own or control WFA and FWC, respectively, together shall be deemed to be the Seller Indemnitee against which such claim was made, whether or not such claim is asserted against any of such Affiliates and (i) if such claim shall be paid, such Affiliate shall be indemnified by Buyers in an amount equal to the lesser of (x) the amount paid in satisfaction of such claim and (y) the fair market value in the aggregate of WFA and/or FWC, as the case may be, on the date such claim was satisfied (without giving effect to any capital contributions thereto on or after the date such claim was asserted and on or prior to the date such claim was paid) and (ii) if such claim shall not be so paid or otherwise satisfied, such Affiliate shall be indemnified by Buyer in an amount equal to the fair market value of WFA or FWC, as the case may be, on the date such claim accrued; provided, however, that in determining the remedies provided fair market value of WFA or FWC, as the case may be, the value of any general partner interest in Sections 7.2 through 7.4 hereof a Partnership or Lower Tier Entity directly or indirectly beneficially owned by WFA or FWC, as the case may be, shall be cumulative determined pursuant to the Approved Transaction Formula set forth in Article I of the Winthrop Amendment. (e) For purposes of Sections 10.01(c), 10.01(d) and shall not preclude assertion by any party of any other rights or the seeking of any other rights or remedies against any other party hereto.10.02

Rules Regarding Indemnification. (aA) The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions: (i1) The indemnified party shall give prompt written notice to the indemnifying party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on their the indemnity agreements contained in Sections 7.2 5.01 and 7.3 5.02 hereof, stating the nature and basis of said claims and the amounts thereof, to the extent known. Provided, however, that no such notice shall be given and no right of indemnification shall arise in connection with the breach of a representation or warranty contained herein, unless notice of such claim is made within the warranty survival period set forth in section 3.03, hereof. (ii2) In the event any such action, suit or proceeding is brought against the indemnified party, with respect to which the indemnifying party may have liability under the indemnity agreements contained in Sections 7.2 5.01 and 7.3 5.02 hereof, the action, suit or proceeding shall, upon the written acknowledgement acknowledgment by the indemnifying party party, within thirty (30) days of receipt of notice of the claim, that it is obligated to indemnify under such indemnity agreement, be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriate) by the indemnifying party. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless (Aa) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the indemnifying party in connection with the defense of such action, suit or proceeding, (b) the action, suit or proceeding seeks injunctive relief against the indemnified party, only to the extent of defending against such injunctive relief, and in such case, the indemnifying party shall not have to hire its own counsel, or (Bc) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense defenses available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 5.01 and 7.3 5.02 hereof, in any of which events the indemnifying party, to the extent made necessary by such defensedefenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 5.01 and 7.4 5.02 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (bB) The indemnified party shall not make any settlement of any claims without the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. In the event the indemnifying party chooses not to defend a claim for which the indemnifying party agrees it is liable to defend, the indemnified party may make a settlement of such claim without the prior consent of the indemnifying party. (cC) Except as herein expressly provided, the remedies provided in Sections 7.2 5.01 through 7.4 5.03 hereof shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any other rights or remedies provide each Party's sole remedy against any other party heretoParty in the event of a breach of the representations and warranties contained herein by such other Party.

Rules Regarding Indemnification. (a) The rights and obligations and liabilities of each indemnifying party claiming a right to indemnification hereunder with respect to claims resulting ("Indemnitee") from the assertion of liability by the other party or third parties ("Indemnitor") shall be subject to governed by the following terms and conditionsrules: (i) The indemnified party Indemnitee shall give prompt written notice to the indemnifying party Indemnitor of any claim state of facts which might Indemnitee determines will give rise to a claim by the indemnified party Indemnitee against the indemnifying party Indemnitor based on their the indemnity agreements contained in Sections 7.2 13 and 7.3 hereof14, stating the nature and basis of said claims and the amounts amount thereof, to the extent known; provided, however, that any claim for indemnification hereunder must be received by the Indemnitor within six months after the Closing Date. (ii) In the event any such action, suit or proceeding is brought against the indemnified partyIndemnitee, with respect to which the indemnifying party Indemnitor may have liability under the indemnity agreements contained in Sections 7.2 Section 13 and 7.3 hereof14, the Indemnitor shall have thirty (30) days after receipt of notice of such action, suit or proceeding shallto undertake, upon conduct and control, through counsel of its own choosing and at its own expense, the written acknowledgement by the indemnifying party that it is obligated to indemnify under such indemnity agreement, be defended settlement or defense thereof (including all proceedings on appeal or for review which counsel for the indemnified party Indemnitee shall deem appropriate) by ), and the indemnifying partyIndemnitee shall cooperate with it in connection therewith. The indemnified party Indemnitor shall have permit the right Indemnitee to employ its own participate in such settlement or defense through counsel in any chosen by such caseIndemnitee. If the Indemnitee elects to so participate, but the fees and expenses of such counsel shall be borne by the Indemnitee. So long as the Indemnitor, at Indemnitor's cost and expense, (1) has undertaken the defense of, and assumed full responsibility for all indemnified party's own expense unless liabilities with respect to, such claim, (A2) is reasonably contesting such claim in good faith, by appropriate proceedings, and (3) has taken such action (including the employment posting of such counsel and a bond, deposit or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Indemnitee for payment of such fees and expenses both claim, the Indemnitee shall not pay or settle any such claim. Notwithstanding compliance by the Indemnitor with the preceding sentence, the Indemnitee shall have been specifically authorized the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the indemnifying party in connection with Indemnitor for such claim. If, within thirty (30) days after the receipt of a notice of a claim of indemnity hereunder, the Indemnitor does not notify the Indemnitee that it elects, at Indemnitor's cost and expense, to undertake the defense of such action, suit or proceedingthereof and assume full responsibility for all indemnified liabilities with respect thereto, or (B) gives such indemnified party notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Indemnitee's property as contemplated above, the Indemnitee shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available right to it which are different from or additional to those available to contest, settle and/or compromise the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying partyclaim and, to the extent made necessary the actions, if any, taken by the Indemnitee in settling or compromising such defenseclaim are reasonable and in good faith, the Indemnitee shall not have the thereby waive any right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related indemnity therefor pursuant to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. this Agreement. (iii) The indemnified party Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof thereof, whether or not it is so representedrepresented by counsel. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (b) The indemnified party Indemnitor shall not make any no settlement of any claims which Indemnitor has undertaken to defend without Indemnitee's consent unless the written consent Indemnitor fully indemnifies the Indemnitee for all Losses and such settlement does not involve (i) the entry of injunctive or other equitable relief against the indemnifying party, which consent shall not be unreasonably withheld Indemnitee or delayed(ii) an admission of guilt or wrongdoing. (c) Except Subject to Section 15(d), the Members in the aggregate shall not be responsible for Losses indemnifiable under Sections 13(ii) or (iii) ("Deductible Losses") unless and until such Deductible Losses in the aggregate exceed an amount equal to $450,000 (the "Basket Amount"), as reduced by any Non-Imputation Losses theretofore reimbursed by SFX to the Members. In the event that the aggregate of such Deductible Losses exceeds the Basket Amount, the Members in the aggregate shall indemnify SFX and all other indemnified parties for all Deductible Losses including the Basket Amount. For purposes of this Section 15(c), Deductible Losses shall be comprised of the aggregate amount of such Deductible Losses under each of the Agreements. In no event shall the collective indemnity obligations of the Members, the Shareholders, the Seller and or the Sellers (as each such term is defined herein expressly and in the Stock Purchase Agreement, the Asset Purchase Agreement and the Albuquerque/Festivals Agreement, respectively) for Deductible Losses under Section 13 in all of the Agreements plus an amount equal to all Non-Imputation Losses in the aggregate exceed $6.5 million, provided, however, that the Basket Amount shall not apply to any breach of the representation and warranty set forth in Section 7(x) and such Losses shall not be counted toward determining whether the aggregate Deductible Losses or Non-Imputation Losses exceed $6.5 million. Deductible Losses subject to indemnification under Section 15(c) shall not include Compliance Losses (defined below) subject to indemnification under Section 15(d). (d) Notwithstanding the first two sentences of Section 15(c) and solely with respect to the representations and warranties contained in Section 7(k) and Section 7(o) of this Agreement (and, for the purposes of determining whether or not a breach of such representations and warranties has occurred, without giving effect to whether such representations are limited to the actual knowledge of the Members), the Members shall indemnify SFX and all other indemnified parties for all actual out-of-pocket expenditures by such parties with respect to Compliance Losses (as defined below) in the aggregate in excess of $700,000 (the "Special Basket Amount") which are incurred by SFX or any such other indemnified parties as a result of: (x) any structural repairs to any Real Property which SFX or any such indemnified parties shall commence on or before the date which is fifteen months following the Closing Date, but only to the extent that such structural repairs are required to be performed by the tenant pursuant to the express provisions of the applicable Lease for such Real Property or, if the applicable Lease is silent as to whether the landlord or the tenant is required to perform such work, as required by law solely because of such party's status as a tenant under such applicable Lease, and (y) SFX or any such indemnified parties being required to remediate, and commencing such remediation, on or before the date which is fifteen months following the Closing Date, with respect to any hazardous substances on any of the Real Property which hazardous substances were released, discharged or disposed of by the Companies on such Real Property and the remediation of which is (a) required to be performed in order to comply with an Environmental Law and (b) is required to be performed by the tenant under the applicable Lease for such Real Property or, if the applicable Lease is silent as to whether the landlord or the tenant is required to perform such work, as required by law solely because of such party's status as a tenant under such applicable Lease (collectively, the "Compliance Losses"). For purposes of this Section 15(d), Compliance Losses shall be comprised of the aggregate amount of such Compliance Losses under all of the Agreements. Notwithstanding the limitation on the aggregate amount of the indemnity obligations of the Members, the Shareholders, the Seller and the Sellers under Section 13 contained in the last sentence of Section 15(c), in the event that the amount of the Compliance Losses, when added to the total amount of Deductible Losses subject to indemnification under Section 13 with respect to all Agreements, shall cause the aggregate Deductible Losses and Compliance Losses to exceed the sum of $6,500,000, then, solely to the extent of the amount of the Compliance Losses, such limitation shall be increased to the sum of $8,500,000 with respect to all such Compliance Losses in the aggregate. By way of example, (A) in the event that all Deductible Losses under Section 13 shall equal the sum of $6,000,000 in the aggregate and the Compliance Losses shall equal the sum of $3,000,000 in the aggregate, SFX shall be entitled to recover the amount of $6,000,000 in respect of such Deductible Losses and the amount of $2,300,000 in respect of such Compliance Losses, and (B) in the event that all Deductible Losses under Section 13 shall equal the sum of $8,000,000 and Compliance Losses shall equal the sum of $1,200,000, SFX shall be entitled to recover the aggregate sum of $7,000,000 representing $6,500,000 of Deductible Losses and $500,000 of Compliance Losses. Any breach of the representations and warranties set forth in Section 7(o) which is not subject to this Section 15(d) shall be subject to Section 15(c). (e) If any Indemnitee shall have actual knowledge as of the Closing Date that any of the representations or warranties of any other party hereto contained herein are false or inaccurate or that an Indemnitor is in breach of any covenant or obligation under this Agreement, then the Indemnitor shall have no liability for any loss resulting from or arising out of the falsity or inaccuracy of such representations or warranties, or the breach of such covenant or obligation. (f) Any indemnifiable Loss hereunder shall be calculated on a net after tax basis and shall be reduced by the amounts actually recovered by the Indemnitee from its insurance carriers and any amounts recovered by such party subsequent to the payment by the Indemnitor with respect to the same claim shall be remitted to the Indemnitor; provided that such remittance shall not exceed the amount of the indemnification payment made by such Indemnitor. (g) The remedies provided in Sections 7.2 through 7.4 hereof 13, 14 and 15 shall be cumulative the sole and exclusive remedies of the parties with respect to any breach of a representation, warranty or covenant by another party under this Agreement, except as set forth elsewhere in this Agreement. (h) All indemnification payments shall not preclude assertion be treated by any party of any other rights or the seeking of any other rights or remedies against any other party heretoparties as adjustments to the Purchase Price.

Rules Regarding Indemnification. (a) The obligations and liabilities of each indemnifying party hereunder with respect to claims resulting from the assertion of liability by the other party or third parties shall be subject to the following terms and conditions: (ia) The indemnified party shall give prompt written notice to the indemnifying party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on their the indemnity agreements contained in Sections 7.2 12.1 and 7.3 12.2 hereof, stating the nature and basis of said claims and the amounts thereof, to the extent known. (iib) In the event any such action, suit or proceeding is brought against the indemnified party, with respect to which the indemnifying party may have liability under the indemnity agreements contained in Sections 7.2 12.1 and 7.3 12.2 hereof, the action, suit or proceeding shall, upon the written acknowledgement by the indemnifying party that it is obligated to indemnify under such indemnity agreement, shall be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriatereview) by the indemnifying party. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless (A) expense; provided, however, that in the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by event that the indemnifying party in connection with shall not undertake the defense of such action, suit or proceeding, or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 and 7.3 hereof, in any of which events the indemnifying party, to the extent made necessary by such defense, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed permitted to undertake such defense at the sole cost and expense of such action, suit or proceeding at all stages thereof whether or not it is so representedthe indemnifying party. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party (subject to appropriate confidentiality restrictions) relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (bc) The indemnified party shall not make any settlement of any claims without the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. (cd) Except as herein expressly provided, the remedies provided in Sections 7.2 through 7.4 hereof The amount of any damages otherwise indemnifiable to any indemnified party pursuant to this Agreement shall be cumulative reduced to the extent that such indemnified party realizes, by reason of such damages, any tax benefit, which tax benefit has been received by the indemnified party and shall is not preclude assertion by any party of any other rights or the seeking of any other rights or remedies against any other party heretosubject to change.

Rules Regarding Indemnification. (a) A. The obligations and liabilities of each indemnifying party hereunder with respect to claims Damages resulting from the assertion of liability by the other indemnified party or third parties shall be subject to the following terms and conditions: (i) The the indemnified party shall give prompt written notice to the indemnifying party of any claim which that might give rise to a claim by the indemnified party against the indemnifying party based on their the indemnity agreements contained in Sections 7.2 14.1 and 7.3 14.2 hereof, stating the nature and basis of said claims and the amounts thereof, to the extent known.; and (ii) In the event if any such action, suit or proceeding is brought against the indemnified party, with respect to which the indemnifying party may have liability under the indemnity agreements contained in Sections 7.2 14.1 and 7.3 14.2 hereof, the action, suit or proceeding shall, upon the written acknowledgement by the indemnifying party that it is obligated to indemnify under such indemnity agreement, shall be defended (including all proceedings on appeal or for review which that counsel for the indemnified party shall deem appropriate) by the indemnifying party. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the indemnifying party in connection with the defense of such action, suit or proceeding, proceeding or (B) such indemnified party shall have reasonably concluded and specifically notified the indemnifying party that there may be specific defense defenses available to it which that are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained in Sections 7.2 14.1 and 7.3 14.2 hereof, in any of which events the indemnifying party, to the extent made necessary by such defensedefenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnified party. In such case only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained in Sections 7.3 14.1 and 7.4 14.2 hereof shall be borne by the indemnifying party. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation litigation, and the parties hereto agree to render to each other such assistance asistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. B. An indemnified party's right to indemnification pursuant to this Article 14 shall be calculated net of any net (bgiving effect to the payment of any additional taxes that may be incurred by such party from treatment of such indemnification payments as taxable income or gain to such party) tax benefit to such party (utilized by such party against income of such party in the year that such party deducts such liability, loss, claim, cost or expense in its income tax returns, regardless of whether such party receives any tax benefits in any other year by reason of any net operating loss or other available income tax carryforwards or carrybacks), resulting from such liability, loss, claim, cost or expense. C. The indemnified party shall not make any settlement of any claims without the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. (c) D. Except as herein expressly provided, the rights and remedies provided in Sections 7.2 through 7.4 hereof shall be cumulative this Article 14 are the exclusive rights and remedies of a party hereunder with respect to the transactions contemplated hereby and shall not preclude the assertion by any party of any other rights or the seeking of any other rights or remedies against any other party hereto. E. No party shall have any liability under this Article 14 unless on or before December 31, 1998, the indemnifying party is given written notice asserting a claim for indemnity hereunder with respect thereto, in which event the survival period for such claim shall be tolled.