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7. Miscellaneous. 7.1 Indemn{fcation. The Companies agree to indemnify Yaklich to the same extent as it has agreed to indemnify the ResponsCoie Gfftcer of the Company pursuant iu those certain provisions for Post-Effective Date Governance of the Reorganized Debtors, a copy of which is attached hereto. 7.2 Governing Law. This Agreement shall be wnstrued in accordance with, and governed by the substantive laws of, the State of Utah, without reference to principles governing choice or conflicts of laws. 7.3 Er;Jorcement. In the event of a dispute between the parties arising under this Agreement, the party prevailing in such dispute shall be endued to collect such party's costs from the other party, including without limitation court and investigation costs and reasonable attorneys' fees and disbursements. 7.4 Captions. The captions used herein are for ease of reference only and shall not define or limit the provisions hereof. 7.5 Assignment. The benefit of this Agreement may not be assigned or in any manner transferred and the obligations may not be delegated, except by a Company to a subsidiary or successor entity. Subject to the foregoing limitation upon assignment and delegation, this Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors, agents, heirs and assigns. 7.6 Sevembility. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity of any other provision hereof and this Agreement shall be conswed as if such invalid, illegal or unen- forceable provision were not contained herein; provided that the Agreement as so modified preserves the basic intent of the parties. 7.7 Entire Agreement. This Agreement and the exhibits and schedules attached hereto constitute the enure agreement between the parties hereto with respect to the subject matter contained herein, and there are no covenants, terms or conditions, express or implied, other than as set forth or referred to herein. This Agreement supersedes all prior agreements between the parties hereto relating to all or part of the subject matter herein. No party has made any representations, oral or written, modifying or contradicting the terms of this Agreement. The parties may not amend, modify or cancel this Agreement except as provided herein or by a written agreement signed by all the parties to this Agreement. -4-