Common use of Obligation to Indemnify Clause in Contracts

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL agrees to indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any).

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X10, VFL Seller agrees to indemnify, defend and hold harmless Purchaser Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, Affiliates agents, representatives, successors and assigns assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all claimsliabilities including, losseswithout limitation, liabilitiesall costs, damagesexpenses, deficienciesfines, costs or expensesorders, penalties and reasonable outside attorneys' ’ fees and disbursements (collectively, "“Buyer Losses," ” and individually a "“Buyer Loss"), asserted against, imposed upon ”) incurred or incurred suffered by themany of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL the representations and warranties of Seller contained in this Agreement or in any Extra Contractual Obligations arising from actscertificate or other document delivered pursuant hereto (without regard to any Knowledge, errors materiality or omissions by VFL or Material Adverse Effect qualifications contained therein), (ii) any breach of any of its officersthe covenants and agreements of Seller contained in this Agreement, employeesand (iii) any Actions set forth on Schedule 10.2; provided, agents or representatives however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other than Purchaser and administratorsprovisions of this Agreement, contractors or other representatives or agents selected by Purchaserin excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, that Purchaser (the Deductible Amount and its directorsthe Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, officerssubject to the immediately preceding sentence, employees, Affiliates and assignsnothing in this Section 10.2(a) shall be entitled interpreted to indemnification under this Section 10.01(a) in respect impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in this Agreement only when the an aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other greater than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)Cap.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL Company hereby agrees to indemnifyindemnify ------------------------- Indemnitee for, and release, defend and hold Indemnitee harmless Purchaser and its directors, officers, employees, Affiliates and assigns from and against any and all claims, losses, liabilitiescosts, damagesliabilities and other damages of whatever nature, deficiencies, costs kind or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Losscharacter, including but not limited to: , liabilities that would not have been incurred had Indemnitee not entered into the Employment Agreement, or served as an employee, officer and/or director of the Company, judgements, demands, assessments, interest, liabilities under the Employee Retirement Income Security Act of 1974, as amended (iincluding excise taxes or penalties, plan termination, withdrawal and funding liabilities), the value of time of Indemnitee at the rate of $5,000 a day (or portion thereof), environmental liabilities, any obligations of the Company for which Indemnitee is, or is asserted to be, personally liable therefor, liabilities for the Company's employment taxes and any and all other taxes, penalties, excise and similar taxes, impositions, fines, settlements, and reasonable expenses, including, without limitation, attorney fees and Proceedings (as defined below) in any tax benefit way related to or arising out of (a) Indemnitee being (and/or having been) an employee, officer and/or director of the Company or a trustee or a fiduciary to any indemnified partybenefit plan, (ii) including without limitation, any insurance or reinsurance proceeds recoverable by any indemnified partyact, and (iii) any indemnity, contribution omission or other similar payment recoverable matter in any way connected therewith, and/or (b) Indemnitee serving (and/or having served) the Company in any other capacity contemplated by the Employment Agreement, including, without limitation, any indemnified party from act, omission or other matter in any third partyway connected therewith (collectively, in each case the "Damages"). Company acknowledges and agrees that the foregoing terms of this section and the terms of the other sections of this Agreement are intended to apply REGARDLESS OF THE TIMING, GROUNDS OR NATURE OF ANY PROCEEDINGS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON INDEMNITEE'S NEGLIGENCE, CONTRACT, STATUTE, INTENTIONAL TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT INDEMNITEE WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES, except only to the extent that the Damages are finally adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to have been caused by the gross negligence or willful misconduct of Indemnitee (and any actions taken with respect the approval of the Bankruptcy Court will conclusively be deemed not to such Lossconstitute gross negligence or willful misconduct). The indemnified party obligations of Company hereunder shall use commercially reasonable efforts be applicable to collect all such insurance proceeds Proceedings (as defined below) and indemnity, contribution and other similar payments. With respect to any breach of the representations Damages as set forth in Sections 3.09 and 3.11this Agreement regardless of when Proceedings or Damages occurred or accrued or such Proceedings are commenced or threatened, "Losses" or whether actions or omissions or other events on which they are based, allegedly took place or failed to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser occur, before or after the effective date of this Agreement or the commencement or termination of Indemnitee's service as a result of any inability to market the Insurance Contracts an employee, officer, director or in any jurisdiction. Further, in no event shall there be included other capacity for the Company as contemplated in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Employment Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any).

Obligation to Indemnify. (a) Subject to the expiration provisions of this Section IV.G, Company will indemnify and hold Purchaser, its Affiliates, and each of his agents and attorneys, and any person who controls Purchaser within the meaning of Section 15 of the representations and warranties Act or Section 20 of the parties as provided in Article IX Exchange Act (collectively, “Purchaser Parties” and the limitations set forth in this Article Xeach a “Purchaser Party”), VFL agrees to indemnify, defend harmless from any and hold harmless Purchaser and its directors, officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, obligations, claims, contingencies, damages, deficiencies, reasonable costs or and expenses, penalties including all judgments, amounts paid in settlements, court costs and reasonable outside attorneys' fees and disbursements costs of investigation (collectively, "“Losses," and individually ”) that any Purchaser Party may suffer or incur as a "Loss")result of or relating to (a) any breach of any of the representations, asserted againstwarranties, imposed upon covenants or incurred agreements made by themCompany in this Agreement or in the other Transaction Documents, directly (b) any action instituted against any Purchaser Party, or indirectlyany of them or their respective Affiliates, by reason any stockholder of Company who is not an Affiliate of a Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents, unless such action is based upon a breach of Purchaser's representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance, (c) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, or in a Registration Statement as amended by any post-effective amendment thereof by Company, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (d) any untrue statement or alleged untrue statement of a material fact included in connection any Prospectus, or any amendments or supplements to any Prospectus, in any free writing prospectus, in any “issuer information” as defined in Rule 433 under the Act, of Company, or in any Prospectus together with any misrepresentationcombination of one or more of the free writing prospectuses, breach if any, or arising out of or failure based upon any omission or alleged omission to perform state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (e) any representationPurchaser Party becoming involved in any capacity in any proceeding by or against any Person who is a stockholder of Company, warrantyexcept as a result of sales, covenantpledges, undertaking margin sales and similar transactions by Purchaser to or agreement with any current stockholder, solely as a result of VFL in Purchaser's acquisition of the Securities under this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser)Agreement; provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 Company shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees obligated to indemnify any Purchaser Party for any Losses arising from the termination finally adjudicated to be caused solely by a false statement of any material fact contained within written information provided by such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable Purchaser Party expressly for the 30 days (or purpose of including it in the applicable portion thereof) following the date of such written notice (if any)Registration Statement.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article XVII and in the Ancillary Agreements with respect to such agreements, VFL agrees Sellers, jointly and severally, agree to indemnify, defend and hold harmless Purchaser Buyer, the Acquired Companies and its their respective directors, officers, employees, Affiliates Affiliates, successors, permitted assigns, agents and assigns representatives (collectively, the “Buyer Indemnitees”) following the Closing from and against all claimsLosses (as hereinafter defined), arising out of or resulting from: (i) the failure of any representations and warranties contained in Article III hereof to be true and correct as of the date of this Agreement or the Closing Date (after giving effect to the Restructuring) (except with respect to such representations or warranties which are made expressly as of a specified date or period, as to which indemnification hereunder shall be made only to the extent of the failure of such representations and warranties to be true and correct as of such specified date or period), determined without regard to any qualifications or references to “Seller Material Adverse Effect” contained in any specific representation or warranty (other than the representation contained in clause (b) of the first paragraph of Section 3.9), (ii) any breach, violation or non-fulfillment of any of the covenants and agreements of Sellers contained in this Agreement, the Xxxx of Sale or the Assignment and Assumption Agreement and (iii) all of the Excluded Liabilities. As used in this Article VII, “Loss” and “Losses” mean all losses, liabilities, damages, deficienciesjudgments, settlements, costs or expenses, penalties and expenses (including out-of-pocket costs of investigation and defense and reasonable outside attorneys' ’, consultants’ and experts’ fees and disbursements (collectively, "Losses," expenses and individually a "Loss"costs and expenses relating to corrective or remedial actions), asserted againstsubject to the reduction specified in Section 7.3(d). Without limiting the generality of the foregoing, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or the parties acknowledge and agree that (A) indemnification for consequential damages and diminution in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification value is permitted under this Section 10.01(a7.3 and that the party defending any claim for such damages is permitted to contest the appropriateness of such damages on any specific claim and (B) in respect of representations and warranties in this Agreement the Indemnifying Party shall indemnify the Indemnified Party for punitive or exemplary damages for which a valid indemnification claim is made hereunder only when to the aggregate amount of all such Losses exceeds five hundred thousand dollars extent paid to a Third Party Claimant or Governmental Entity. Notwithstanding anything herein to the contrary, ($500,000.00x) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) Buyer Indemnitees shall not be entitled to indemnification for Losses only in excess any Loss arising out of or resulting from breach of a representation or warranty to the Basket Amount; provided further, that the Purchaser's entitlement extent Buyer Indemnitees would be entitled to indemnification for claims arising such Loss under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: clause (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01iii) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not 7.3(a) and there is no impediment to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closingcollection; and (ivy) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which Buyer Indemnitees shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right entitled to indemnification for any breach of Section 3.16 as a result Loss constituting the Assumed Portion of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)Eligible Liabilities.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article XVIII, VFL Parent and each Seller, jointly and severally, agrees to indemnify, defend indemnify and hold harmless Purchaser Buyer and its directorsAffiliates, officersincluding, employeesafter the Closing, Affiliates the Acquired Companies and assigns the Acquired Company Subsidiaries (the “Buyer Indemnified Parties”), from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties losses and out-of-pocket expenses (including reasonable outside attorneys' ’ fees and disbursements expenses of outside counsel) but not including punitive, exemplary, consequential and all other kinds of special damages (collectivelyincluding, "without limitation, lost profits and opportunity costs) (“Losses," and individually ”) to the extent actually incurred as a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason result of or arising out of or in connection with (i) any misrepresentation, breach of or failure to perform the representations and warranties of Sellers contained in Section 3.1, (ii) any representation, warranty, covenant, undertaking or agreement breach of VFL any of the covenants and agreements of Sellers contained in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser)iii) the Excluded Liabilities; provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL neither Parent nor any Seller shall have no any indemnification liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following Agreement unless a claim is timely asserted during the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition survival period specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser7.1; and provided, further, in that neither Parent nor any Seller shall have any indemnification liability under this Agreement unless the case aggregate of terminations effected all Losses for which Parent and Sellers would, but for this proviso, be liable, pursuant to this Section 8.1(a) exceeds $15,000,000 on a cumulative basis (the “Deductible”), and then only to the extent of any such excess; and provided, further, that neither Parent nor any Seller shall have any liability under clauses (iiSection 8.1(a)(i) or Section 8.1(a)(ii) for any individual item of Loss that is less than $25,000 (iiifor this purpose any individual item shall include any series of related actions) and such items shall not be aggregated for purposes of the second proviso to this sentenceSection 8.1(a). In any event, VFL the maximum amount for which Parent and Sellers shall be liable for Annual Revenue Share in the aggregate under this Section 8.1(a) shall not exceed 20% of the Purchase Price, as adjusted pursuant to Section 2.3 (the “Indemnification Cap”); and provided, further that the Deductible and the Indemnification Cap shall not apply to or limit Losses that result from terminations that constitute a arising out of (w) any breach of the representation made representations and warranties of Sellers contained in the last sentence of Section 3.24. Purchaser's right 3.1(a), Section 3.1(b) and Section 3.1(o), (x) a claim for indemnity pursuant to indemnification for Section 9.1(a), (y) any breach of Section 3.16 as a result any of the failure, prior covenants and agreements of Sellers contained in this Agreement or (z) the Excluded Liabilities. Solely for purposes of determining whether Parent or Sellers are obligated to provide indemnification and the amount of any Losses for which Parent or Sellers shall be liable to the Closing, (a) to comply with all tax withholding and information reporting requirements Buyer Indemnified Parties under the Code (and applicable regulationsthis Section 8.1(a), each representation and warranty of Sellers contained in this Agreement shall be read without regard and without giving effect to the terms “material,” “in all material respects” or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)“Company Material Adverse Effect.”

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX Section 13.1 and the limitations set forth in this Article X13, VFL PLC agrees to indemnify, defend and hold harmless Purchaser Fortis and its Affiliates and each of their respective directors, officers, employees, Affiliates employees and assigns (the “Purchaser Indemnitees”) from and against all claims, losses, liabilities, damages, deficiencies, costs or costs, expenses, penalties and reasonable outside attorneys' ’ fees and disbursements (collectively, "“Losses," ” and individually a "“Loss"”), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with (i) any misrepresentation, breach of or inaccuracy in any representation or warranty of Sellers in this Agreement or the Related Agreements (other than the CAO Certifications), (ii) any breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL Sellers in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives the Related Agreements (other than the CAO Certifications), (iii) Tax Losses in accordance with Article 9, (iv) Business Employee Plans in accordance with Section 8.8(d), (v) Indemnified Matters, or (vi) the reasonable costs to the Purchaser and administrators, contractors or other representatives or agents selected by PurchaserIndemnitees of enforcing this indemnity against PLC provided that such costs are awarded to the Purchaser Indemnitees in accordance with Section 15.6(d); provided, however, that . The Purchaser (and its directors, officers, employees, Affiliates and assigns) Indemnitees shall be entitled to indemnification under this Section 10.01(a13.2(a) for Losses in respect of representations the matters described in clause (i) immediately above and warranties in this Agreement respect of matters described in clause (g) of the definition of “Indemnified Matters” only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) 2,500,000 (the "“Basket Amount"”), in which case the Purchaser (and its directors, officers, employees, Affiliates and assigns) Indemnitees shall be entitled to indemnification for any and all such Losses but only in excess of the Basket Amount; provided furtherprovided, however that Losses incurred by the Purchaser's entitlement to indemnification Purchaser Indemnitees for claims arising under breaches of the fourth sentence of Section 3.11(c)representations and warranties contained in Sections 5.6, Section 3.165.9, Section 3.24, Section 10.06 6.2 and Section 10.07 6.11 and Article 9 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 ifIn addition, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL Sellers shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, clause (i) shall not exceed in the aggregate 100% of the Purchase Price $180,000,000 ("“Maximum Indemnification Obligation"”). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that Losses incurred by the Purchaser Indemnities for breaches of the representations and warranties contained in no event will VFL Sections 5.6, 5.9, 6.2 and 6.11 and Article 9 shall not be responsible (by indemnification or otherwise) for subject to the Annual Revenue Share Losses for any twelve month period under any Maximum Indemnification Obligation. For purposes of this Section 13.2(a), and in particular Participation, Distribution and Service Related Agreement that clauses (i) relate to any time period more than ten years after the Effective Date; and (ii) are of the first sentence of this Section 13.2(a), the provisions contained in Articles 5 and 6 shall only be considered representations and warranties, and shall not be considered covenants, undertakings or agreements of the Sellers, PLAIC, Empire or the Companies. For purposes of this Section 13.2(a), Losses asserted against, imposed upon or incurred by FBIC, FFLIC or any of their respective directors, officers, employees, Affiliates or assigns as a result of changes (including any terminations) occurring in accordance with the terms a violation of any particular Participation, Distribution and Service Related Agreement in effect as of the execution representations of each of PLICO, PLAIC and Empire contained in Section 4 of the Indemnity Reinsurance Agreement to which such Person is a party shall not be subject to the Basket Amount or the Maximum Indemnification Obligation with respect to Sellers. Notwithstanding the foregoing provisions of this Section 13.2(a), for the avoidance of doubt Losses shall not include any Loss arising from (i) any liability, obligation or other matter for which Purchaser, FBIC or FFLIC is liable pursuant to any of the Indemnity Reinsurance Agreements or any other Related Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) any Assumed Liabilities, or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior liabilities or obligations to the Closing, (a) to comply with all tax withholding and information reporting requirements under extent set forth on the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)Post Closing Equity Schedule.

Obligation to Indemnify. (a) Subject If the Closing occurs and subject to the expiration of the representations terms, conditions and warranties of the parties as provided in Article IX and the limitations set forth in this Article Xherein, VFL agrees to Seller shall indemnify, defend and hold the Purchaser Indemnitees harmless Purchaser and its directors, officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs for any Loss incurred or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually suffered by any of them as a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason result of or arising out of or in connection with any misrepresentation, (A)(i) a breach of a representation or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL warranty by Seller in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives Ancillary Agreement (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, it being understood that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in that are made as of a specific date speak only as of that date); (A)(ii) any breach of any agreement, term, provision, condition, obligation, or covenant to be performed or satisfied by Seller pursuant to this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars Agreement; ($500,000.00A)(iii) (the "Basket Amount")any third-party personal injury or tort claims regarding Seller’s use, in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess ownership and/or operation of the Basket AmountProperty (or any party thereof) prior to the Closing but excluding the Assumed Liabilities and any Environmental Claims released pursuant to Section 1.7(d)(iv); provided further, that (A)(iv) any claim arising from the Purchaser's entitlement Assumed Contracts relating to indemnification for claims any act or omission prior to the Closing Date; and (A)(v) any claim arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 from inaccuracy or material default alleged in any Seller’s Estoppel Certificate. If Closing occurs and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 ifterms, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement conditions and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a resultlimitations set forth herein, Purchaser has shall indemnify, defend and hold the right not to proceed to Closing; (iii) such misrepresentation, breach Seller Indemnitees harmless for any Loss incurred or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments suffered by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser them as a result of any inability to market the Insurance Contracts or arising out of (B)(i) a breach of a representation or warranty by Purchaser in any jurisdiction. Furtherthis Agreement (it being understood that representations and warranties that are made as of a specific date speak only as of that date), in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to (B)(ii) any breach of the representations set forth in Section 3.24any agreement, Losses term, provision, condition, obligation, or covenant to be indemnified performed or satisfied by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to this Agreement, (B)(iii) any Assumed Liability and (B)(iv) the use, ownership and/or operation of the Property (or any portion thereof) from and after Closing. For the purposes of determining whether a breach of any representation or warranty exists (pursuant to this Section 3.24 been accurate 10.3(a) only) and the amount of fees Losses associated with such breach, all qualifications based on materiality, such as “in all material respects”, “Material Adverse Effect”, and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period similar qualifiers, shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)disregarded.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article XVIII, VFL agrees CGNU and Sellers jointly and severally agree to indemnify, defend indemnify and hold harmless Purchaser Buyer, Holdco and its directors, officers, employees, Affiliates and assigns Newco (without duplication of recovery) from and against all claims, losses, liabilities, damagesclaims, deficiencies, costs or expenses, penalties and expenses (including reasonable outside attorneys' fees and disbursements expenses of outside counsel) and damages (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon ) to the extent arising from or incurred by them, directly or indirectly, by reason of or arising out of or in connection with related to (i) any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement the representations and warranties of VFL CGNU and Sellers contained in this Agreement or in the closing certificates delivered pursuant to Sections 6.2(a) and (b) (except that CGNU and Sellers shall not have any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any liability for a breach of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of the representations and warranties in Section 3.1(k)), (ii) any breach of any of the covenants and agreements of CGNU and Sellers contained in this Agreement only when or (iii) the aggregate amount transactions described in Sections 4.7, 4.8 and 4.9 of all such Losses exceeds five hundred thousand dollars this Agreement; PROVIDED, HOWEVER, that CGNU and Sellers shall not have any liability under clause ($500,000.00i) above (the "Basket Amount"other than with respect to fraud or a breach of Sections 3.1(b), in which case Purchaser 3.1(c), 3.1(d), clause (and its directorsii) of Section 3.1(i), officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth last sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to 3.1(f) or the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first second sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has 3.1(g)) unless the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence aggregate of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount all Losses for which VFL shall CGNU and Sellers would, but for this proviso, be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject exceeds on a cumulative basis an amount equal to such limitation, shall not exceed in the aggregate 1002% of the Purchase Price (the "Maximum Indemnification ObligationBasket"). Required payments by any indemnifying party pursuant to this Article X shall be limited , and then only to the amount extent of any Loss such excess; and PROVIDED, FURTHER, HOWEVER, that remains after deducting therefrom CGNU and Sellers shall not have any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: liability under clause (i) above for any tax benefit individual items where the Loss relating thereto is less than $200,000 and such items shall not be aggregated for purposes of the first proviso to this Section 8.1(a) (other than items arising out of the same breach or the same series of related transactions where the Loss for such items in the aggregate exceeds $200,000). In any indemnified partyevent, the maximum amount for which CGNU and Sellers shall be liable in the aggregate under Section 8.1(a)(i) (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case than with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees fraud or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulationsSections 3.1(b), 3.1(c), 3.1(d) or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any).clause

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article XXI, VFL MONY agrees to indemnify, defend and hold harmless Purchaser the AEGON Controlled Group (and its their directors, officers, employees, Affiliates Affiliates, successors and assigns permitted assigns) from and against all Losses (as hereinafter defined), based upon: (i) any claims, actions or proceedings relating to the Assigned and Assumed Contracts which arise out of events occurring on or prior to the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties without giving effect to (a) any knowledge or materiality qualification therein or (b) any exceptions to such representations and warranties or other disclosures set forth on the schedules thereto or otherwise disclosed to the AEGON Controlled Group as contemplated by this Agreement, (iii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements, of the Selling Parties contained in this Agreement, or in any certificate or document delivered by the Selling Parties (or either of them) pursuant to any of the provisions of, or in connection with, this Agreement, (iv) any Tax liability of MONY or its Affiliates (including any related interest or penalties) assessed against any member of the AEGON Controlled Group which relates to Taxes arising out of or related to the Business for any taxable period ending on or prior to the Closing Date or which is incurred as a result of events which occur on the Closing Date, (v) any Excluded Liabilities and any claim of any Person other than AEGON or its Affiliates with respect to or arising out of any Excluded Liability, (vi) any liability assessed against any member of the AEGON Controlled Group arising out of or relating to any Plan, (vii) any failure by 140 MONY to comply with any "bulk sales" laws applicable to the transactions contemplated hereby and (viii) any fees or commissions incurred by MONY in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, the indemnification by MONY herein with respect to any breach or inaccuracy of any of its representations and warranties set forth in Section 3.27(b)(iii) and Section 3.27(d)(i) shall continue to be limited to the knowledge qualification contained therein and, in addition, the indemnifications by MONY herein with respect to any breach or inaccuracy of any of MONY's representations and warranties with respect to environmental matters set forth in Section 3.04(a) shall be limited to those arising from the use and occupancy by MONY of the Leased Real Property. As used in this Article XI, Loss and/or Losses shall mean claims, losses, liabilities, damages, deficiencies, costs or expensesexpenses (including, without limitation, as to losses incurred on or prior to the second anniversary of the Closing Date, interest at the Base Rate announced from time to time by Citibank, N.A, New York, New York, as its Base Rate from the date any such Loss is suffered until such obligation to indemnify is actually paid, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if anydisbursements).

Obligation to Indemnify. (a) Subject to the expiration of the representations representations, warranties, covenants, undertakings and warranties agreements of the parties as provided in Article IX and the limitations set forth in this Article X, VFL UICI agrees to indemnify, defend and hold harmless Purchaser Buyer, HCS and its their respective directors, officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by themBuyer, HCS and their respective directors, officers, employees, Affiliates and assigns, directly or indirectly, by reason of or arising out of or in connection with (i) any misrepresentation, misrepresentations or breach of any representation or warranty or the failure to perform any representationpre-Closing covenant or undertaking of any of Seller, warrantySCS, RFC and UICI in this Agreement or any Related Agreement or any schedule, exhibit, instrument or other document delivered or executed by any such party hereunder or thereunder, (ii) the failure to perform any post-Closing covenant, undertaking or agreement of VFL any of Seller, SCS, RFC and UICI in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL Related Agreement or any of its officersschedule, employeesexhibit, agents or representatives (other than Purchaser and administrators, contractors instrument or other representatives document delivered or agents selected executed by Purchaser); providedany such party hereunder or thereunder, howeveror (iii) any alleged, that Purchaser contingent or absolute debt, claim, obligation or other liability or any other Losses (and its directors, officers, employees, Affiliates and assignsx) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject relating to the Basket Amount. VFL shall have no liability under this Section 10.01 ifExcluded Obligations and, to the extent arising prior to the Closing Date and except for Assumed Obligations, any alleged, contingent or absolute debt, claim, obligation or other liability, or any other losses relating to the UCS Business, the Transferred Assets, the Transferred Contracts or the Transferred Accounts and (y) arising (including any incremental cost incurred with respect to any misrepresentationcourt ordered, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference otherwise mutually agreed between the amount parties, mass reissuance of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses"credit cards) and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification on or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any).the

Obligation to Indemnify. (a) Subject Except with respect to Tax Losses (which will be governed exclusively by the provisions set forth in Article VI) and as otherwise provided in Sections 11.01(b) and 11.01(c) and subject to the expiration of the representations and warranties of the parties as provided in Article IX X and the limitations set forth in this Article XXI, VFL agrees the Sellers agree to indemnify, defend and hold harmless Purchaser Parent and its Buyer and their respective directors, officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' ’ fees and disbursements (collectively, "“Losses," ” and individually a "“Loss"”), asserted against, imposed upon or incurred by them, Parent or Buyer directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, inaccuracy in, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL the Sellers in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser)Agreement; provided, however, that Purchaser Parent and Buyer (and its their respective directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a11.01(a) in respect for breach of representations and warranties made by the Sellers in this Agreement Article III hereof only when the aggregate amount of all such Losses arising therefrom exceeds five hundred thousand dollars ($500,000.00) 2 million (the "“Basket Amount"”), in which case Purchaser Parent and Buyer (and its their respective directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for such Losses only in excess of the Basket Amount; provided further. In any event, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence no individual Loss not in excess of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 $5,000 shall not be subject to the Basket Amount. VFL shall have no liability indemnifiable under this Section 10.01 if, with respect to any misrepresentation, breach 11.01(a) or failure to perform, following considered in determining the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount amounts for which VFL indemnity would otherwise be provided under this Section 11.01(a), except that in applying the $5,000 threshold, any and all Losses arising out of a related set of facts or circumstances shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the treated as an individual Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any).

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX X and the limitations set forth in this Article XXI, VFL Seller agrees to indemnify, defend and hold harmless Purchaser Buyer and its Affiliates (including, after the Closing, the Company and Dxxxx), and their respective directors, officers, employees, Affiliates agents, representatives, successors and assigns assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all claimsLiabilities including, losseswithout limitation, liabilitiesall costs, damagesexpenses, deficienciesfines, costs or expensesorders, penalties and reasonable outside attorneys' ’ fees and disbursements (collectively, "“Buyer Losses," ” and individually a "“Buyer Loss"), asserted against, imposed upon ”) incurred or incurred suffered by any of them, directly or indirectly, by reason of or arising out of or in connection with (i) any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL the representations and warranties of Seller contained in this Agreement (including without limitation any breach of the representations and warranties of Seller contained in Section 3.15 or Section 3.22) or in any Extra Contractual Obligations arising from actscertificate or other document delivered pursuant hereto, errors (ii) any breach of the representations and warranties of Seller contained in Section 3.15 or omissions by VFL or Section 3.22, without regard to any knowledge qualifications contained therein, (iii) any breach of any of its officersthe covenants and agreements of Seller contained in this Agreement and (iv) those Actions set forth on Schedule 3.05, employeesto the extent such Buyer Losses exceed, agents or representatives (other than Purchaser and administratorsin the aggregate, contractors or other representatives or agents selected by Purchaser)the litigation reserves reflected in the calculation of the Final Cash Consideration; provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) the Buyer Indemnified Parties shall be entitled to indemnification under this Section 10.01(a11.01(a)(i) in respect and Section 11.01(a)(ii) for breach of representations and warranties made by Seller in this Agreement Article III only when the aggregate amount of all such Buyer Losses exceeds five hundred thousand dollars (arising therefrom and Allocated Tax Losses exceed, in the aggregate, $500,000.00) 500,000 (the "“Basket Amount"”), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) the Buyer Indemnified Parties shall be entitled to indemnification for such Buyer Losses only equal to fifty percent (50%) of such Buyer Losses and Allocated Tax Losses below the Basket Amount (i.e. $250,000) and, subject to the other provisions of this Agreement, all Buyer Losses in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject . Notwithstanding anything else contained herein to the Basket Amount. VFL shall have no liability under this Section 10.01 ifcontrary, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL Seller shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 11.01(a)(i) and Section 10.07 which shall not be subject to such limitation, 11.01(a)(ii) and for Allocated Tax Losses shall not exceed in the aggregate 100% of an amount equal to the Purchase Price ("Maximum Indemnification Obligation"the “Cap”). Required payments by any indemnifying party pursuant to this Article X ; provided, that the maximum amount for which Seller shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case liable with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach breaches of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified warranties made by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts it herein (other than the Insurance Contracts. With respect to any breach breaches of the representations set forth and warranties contained in Section 3.24Sections 3.02 (Authorization), Losses to be indemnified by VFL hereunder 3.04 (Stock Ownership; Subsidiaries), 3.05 (Actions Pending), 3.12 (Taxes), 3.13 (Employee Benefit Matters) and 3.22 (Market Conduct)) shall be calculatedin the aggregate an amount equal to fifty percent (50%) of the Purchase Price. For the purpose of clarity, as nothing in this Section 11.01(a) shall be interpreted to impose liability on Seller for breaches of July 1 the representations and warranties of each year from 2003 to 2012, as Seller under Article III and Allocated Tax Losses in an aggregate amount greater than the difference between Purchase Price. The indemnification obligations of Seller contained under Section 11.01(a)(ii) shall expire on a date 18 months after the amount of fees and other revenue that would Closing Date unless a claim thereunder shall have been payable given by Buyer to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, Seller prior to the Closingexpiration of said 18 month period, (a) in which event such indemnification obligation shall survive to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements extent of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any claim until such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)claim has been resolved.

Obligation to Indemnify. (a) Subject to the expiration of the representations terms and warranties of the parties as provided in Article IX and the limitations set forth in this Article Xconditions hereof, VFL agrees Sellers agree to indemnify, defend and hold harmless Purchaser Buyer and its directors, officers, employees, Affiliates Affiliates, stockholders and permitted assigns from (the “Buyer’s Indemnified Parties”) for, and against all claimswill pay to Buyer Indemnified Parties the amount of, lossesany loss, liabilitiesliability, claim, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements expenses (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of “Damages”) resulting from or arising out of (i) any Breach of any representation or warranty made by the Company in connection with Article 3 of this Agreement; (ii) any misrepresentation, breach Breach of or failure to perform any representation, warranty, covenant, undertaking covenant or agreement of VFL any Seller contained in this Agreement Agreement; (iii) any and all amounts of federal, state, and or local income taxes that may be assessed against Buyer and/or the Company with respect to any Extra Contractual Obligations arising from actsPre-Closing Taxable Period(s) for which adequate provisions therefore have not been made through the Closing Date, errors as reflected on the Company’s books of account and in the Closing Balance Sheet and the amount(s) of any interest and/or penalties that may be assessed with respect to said tax assessments; and (iv) to the extent occurring prior to Closing, any violation of applicable Environmental Laws and any licenses or omissions permits related thereto by VFL the Company or, the Release or Threatened Release in, at, under, from, or on the Facilities of toxic or hazardous substances during the ownership or occupancy thereof by the Company which resulted in an Environmental Liability. Notwithstanding the foregoing, (i) Sellers shall not have any liability under Section 5.1(a)(i), (a)(ii) and 5.1(b) unless the aggregate of its officersall Damages relating thereto exceeds, employeeson a cumulative basis, agents or representatives Two Hundred Fifty Thousand Dollars (other than Purchaser $250,000) (the “Basket”), and administratorsthen only to the extent of such excess, contractors or other representatives or agents selected by Purchaserand (ii) Sellers’ aggregate liability under Section 5.1(a)(i) and (a)(ii) shall in no event exceed Three Million Dollars ($3,000,000) (the “Ceiling”); provided. Provided, however, that Purchaser (a breach of warranties set forth in Sections 3.27 and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this the covenant in Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 6.1 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) Ceiling but rather, for purposes of such misrepresentationclarification, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL Sellers shall be liable under this Article X, other than indemnification to Buyers for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 first dollar thereof and Section 10.07 which the Buyer shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount $3,000,000 of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Lossdamages. Provided, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; providedfurther, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as liability of the execution Sellers under Section 5.1(a)(i) shall be several in nature only, so that each Seller’s proportionate share of this Agreementsuch liability for such Damages shall not exceed the amount determined by multiplying such aggregate Damages indemnifiable under Section 5.1(a)(i) (in excess of the Basket and up to a maximum of the Ceiling, as modified pursuant to clause (iiiless any amounts theretofore paid under Section 5.1(a)(i) or (ivii)) in respect of this sentence; (iiisuch claim by such Seller’s Securities Ownership Percentage. In addition, no Seller shall have any liability under Section 5.1(a)(ii) are above except for the result of changes (including any terminations) made by the Mutual Fund Payor Seller who is in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right covenant or covenants referred to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any5.1(a)(ii).

Obligation to Indemnify. (a) a. Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL agrees if the Closing occurs, the LLC Seller agrees, and the Trust Sellers agree to cause each Trust, jointly and severally, to indemnify, defend and hold harmless the Purchaser and its directors, officers, employees, Affiliates Affiliates, successors, permitted assigns, agents and assigns representatives (collectively, the “Purchaser Indemnitees”) from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited toresulting from: (i) any tax benefit to breach of any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth and warranties contained in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts Article IV (other than the Insurance Contracts. With respect to any breach of the representations set forth and warranties in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses"Sections 4.9(k) and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation4.17; provided, however, that in no event will VFL determining whether and the extent to which the Purchaser Indemnitees are entitled to indemnification, all references in any representation or warranty to materiality, Material Adverse Effect, substantial compliance or dollar threshold shall be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participationignored and, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in that Sections 4.9(k) and 4.17 are only subject to the case indemnification provisions of terminations effected under clauses Sections 9.4 and 9.5; 77 and (ii) or (iii) any breach of any of the covenants and agreements of Sellers contained in this sentenceAgreement; provided, VFL however, that no Shareholder shall be liable for Annual Revenue Share any Losses that result from terminations that constitute arising out of a breach of the representation made and warranty contained in Section 4.1 relating to the last sentence Shares of another Shareholder. The indemnification obligations of the Shareholders for Losses pursuant to clauses (a)(i) and (a)(ii) of this Section 3.24. Purchaser's right 10.2 shall be payable by the Shareholders solely out of the Escrow Amount pursuant to the Escrow Agreement, which shall be the sole and exclusive source of payment for any such indemnification obligation, except for any Loss resulting from the breach of a representation or warranty set forth in Sections 4.1, 4.2, 4.3, 4.4 and 4.5 which, after the entire Escrow Amount has been disbursed pursuant to the Escrow Agreement, shall also entitle a Purchaser Indemnitee to indemnification for any breach of Section 3.16 from Remainco as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified provided in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)10.6 hereof.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article XXI, VFL MONY agrees to indemnify, defend and hold harmless Purchaser the AEGON Controlled Group (and its their directors, officers, employees, Affiliates Affiliates, successors and assigns permitted assigns) from and against all Losses (as hereinafter defined), based upon: (i) any claims, actions or proceedings relating to the Assigned and Assumed Contracts which arise out of events occurring on or prior to the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties without giving effect to (a) any knowledge or materiality qualification therein or (b) any exceptions to such representations and warranties or other disclosures set forth on the schedules thereto or otherwise disclosed to the AEGON Controlled Group as contemplated by this Agreement, (iii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements, of the Selling Parties contained in this Agreement, or in any certificate or document delivered by the Selling Parties (or either of them) pursuant to any 142 159 of the provisions of, or in connection with, this Agreement, (iv) any Tax liability of MONY or its Affiliates (including any related interest or penalties) assessed against any member of the AEGON Controlled Group which relates to Taxes arising out of or related to the Business for any taxable period ending on or prior to the Closing Date or which is incurred as a result of events which occur on the Closing Date, (v) any Excluded Liabilities and any claim of any Person other than AEGON or its Affiliates with respect to or arising out of any Excluded Liability, (vi) any liability assessed against any member of the AEGON Controlled Group arising out of or relating to any Plan, (vii) any failure by MONY to comply with any "bulk sales" laws applicable to the transactions contemplated hereby and (viii) any fees or commissions incurred by MONY in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, the indemnification by MONY herein with respect to any breach or inaccuracy of any of its representations and warranties set forth in Section 3.27(b)(iii) and Section 3.27(d)(i) shall continue to be limited to the knowledge qualification contained therein and, in addition, the indemnifications by MONY herein with respect to any breach or inaccuracy of any of MONY's representations and warranties with respect to environmental matters set forth in Section 3.04(a) shall be limited to those arising from the use and occupancy by MONY of the Leased Real Property. As used in this Article XI, Loss and/or Losses shall mean claims, losses, liabilities, damages, deficiencies, costs or expensesexpenses (including, without limitation, as to losses incurred on or prior to the second anniversary of the Closing Date, interest at the Base Rate announced from time to time by Citibank, N.A, New York, New York, as its Base Rate from the date any such Loss is 143 160 suffered until such obligation to indemnify is actually paid, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if anydisbursements).

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL Seller agrees to indemnify, defend and hold harmless Purchaser Buyer and its directors, officers, employees, Affiliates and assigns from and against (i) the financial impact, if any, of Founders' Policies, (ii) all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by themBuyer directly or indirectly, by reason of or arising out of or in connection with in-force contracts and Non-Buyer Business, (iii) Losses and liabilities incurred by the Company or Buyer related to the Specified Matter, but only to the extent that such Losses have not previously been deducted from the Purchase Price; (iv) Losses and liabilities incurred by the Company or Buyer for capital expenditures, long term contracts and TPA Agreements as to which Buyer has timely objected pursuant to Sections 5.02(c), 5.08, or 5.13, as applicable, but only to the extent that such Losses have not previously been deducted from the Purchase Price; (v) current and projected Losses incurred (1) by the Buyer pursuant to Section 5.12 or (2) by the Company pursuant to Section 5.17, as applicable, but only to the extent such Losses have not previously been deducted from the Purchase Price; (vi) Losses incurred by the Company from investments not made in accordance with the investment guidelines established pursuant to Section 5.20; (viii) Losses asserted against, imposed upon or incurred by Buyer directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, covenant undertaking or agreement of VFL Seller in this Agreement Agreement; and (ix) liability incurred by Buyer or the Company related to or arising out of the employment of the Employees or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess employees of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach Company or failure to perform, following the date of this Agreement and at its Affiliates on or prior to Closing: the Closing Date (i) VFL provides Purchaser with written notice (which may be in the form including any liability related to or arising out of an exhibit any Plan and any liability related to termination of employment on or prior to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to ClosingClosing Date). The maximum amount for which VFL Seller shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, X shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation")Price. Required payments by any indemnifying party pursuant to No individual Loss not in excess of $25,000 shall be indemnifiable under this Article X shall or considered in determining the amounts for which indemnity would otherwise be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in provided under this Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any10.01(a).

Obligation to Indemnify. (a) Subject From and after the Closing, and subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article XXI, VFL agrees Seller, FGWLA and CLAC (it being understood that FGWLA and CLAC shall each only be liable under this Section 11.01(a) for matters relating specifically to indemnifyit, defend but that Seller shall be liable for all indemnification provided for by this Section 11.01(a)), agree to indemnify and hold harmless Purchaser and its directors, officers, employees, agents, representatives, and Affiliates and assigns from and against all claims, losses, liabilities, damagesclaims, deficiencies, costs or expenses, penalties and expenses (including reasonable outside attorneys' ’ fees and disbursements expenses) and damages but excluding lost profits or any punitive, exemplary, consequential or similar damages (collectivelyother than lost profits or any punitive, "exemplary, consequential or similar damages actually paid to a third party in a Third Party Claim and lost profits not paid to a third party in a Third Party Claim to the extent set forth in Section 11.01(c)) (“Losses," ”) (to the extent exceeding reserves, if any, with respect to such particular Losses reflected in the Final Statement of Assets and individually a "Loss"), asserted against, imposed upon Liabilities and Final Net Worth Statement) to the extent arising from or incurred by them, directly or indirectly, by reason of or arising out of or in connection with related to (i) any misrepresentation, breach of or failure to perform any representationthe representations and warranties of Seller, warranty, covenant, undertaking or agreement of VFL FGWLA and CLAC contained in this Agreement or (determined without regard to any Extra Contractual Obligations arising from actsqualifications as to materiality (including Sellers Material Adverse Effect) therein), errors or omissions by VFL or (ii) any breach of any of its officersthe covenants and agreements of Seller, employeesFGWLA or CLAC contained in this Agreement which covenants and agreements survive the Closing, agents (iii) the Excluded Liabilities, (iv) the Subsidiary Indemnified Liabilities or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser)v) Continued Practices; provided, however, that Purchaser none of Seller, FGWLA or CLAC shall have any liability under clause (and its directors, officers, employees, Affiliates and assignsi) shall be entitled to indemnification under or clause (v) of this Section 10.01(a11.01(a) in respect or Section 12.01(a)(v) unless the aggregate of representations all Losses under clause (i) or clause (v) of this Section 11.01(a) or Section 12.01(a)(v) for which Seller, FGWLA or CLAC (taken together) would, but for this proviso, be liable exceeds an amount equal to .75% of the Purchase Price, and warranties then only to the extent of any such excess. In any event, notwithstanding anything in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 ifcontrary, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL Seller, FGWLA and CLAC shall be liable with respect to breaches described in clause (i) or clause (v) above under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), 11.01(a) or Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, 12.01(a)(v) shall not exceed in the aggregate 100aggregate, an amount equal to 50% of the Purchase Price Price. The obligations of Seller, FGWLA and CLAC under this Section 11.01 are in addition to their obligations under the Ancillary Agreements, except as provided therein. The obligation of Seller, FGWLA and CLAC under clause ("Maximum Indemnification Obligation"). Required payments i) of this Section 11.01(a) with respect to any violation of Law after the Closing by Purchaser or any indemnifying party pursuant of its Affiliates (including the Seller Subsidiaries) that is a continuation of any policy or regular practice of Seller, FGWLA, CLAC or a Seller Subsidiary that existed prior to this Article X the Closing and is carried out by or under the supervision of Business Employees, Corporate Employees or Subsidiary Employees on behalf of Purchaser or its Affiliates shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period their liability under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (ivv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any11.01(a).

Obligation to Indemnify. (a) Subject From and after the Closing, and subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article XXI, VFL agrees Seller, FGWLA and CLAC (it being understood that FGWLA and CLAC shall each only be liable under this Section 11.01(a) for matters relating specifically to indemnifyit, defend but that Seller shall be liable for all indemnification provided for by this Section 11.01(a)), agree to indemnify and hold harmless Purchaser and its directors, officers, employees, agents, representatives, and Affiliates and assigns from and against all claims, losses, liabilities, damagesclaims, deficiencies, costs or expenses, penalties and expenses (including reasonable outside attorneys' ’ fees and disbursements (collectively, "Losses," expenses) and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement damages but excluding lost profits or any Extra Contractual Obligations arising from actspunitive, errors exemplary, consequential or omissions by VFL or any of its officers, employees, agents or representatives similar damages (other than Purchaser lost profits or any punitive, exemplary, consequential or similar damages actually paid to a third party in a Third Party Claim and administrators, contractors or other representatives or agents selected by Purchaserlost profits not paid to a third party in a Third Party Claim to the extent set forth in Section 11.01(c); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser “Losses ”) (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 ifextent exceeding reserves, if any, with respect to any misrepresentation, breach such particular Losses reflected in the Final Statement of Assets and Liabilities and Final Net Worth Statement) to the extent arising from or failure related to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice any breach of the representations and warranties of Seller, FGWLA and CLAC contained in this Agreement (which may be in the form of an exhibit determined without regard to the certificate contemplated by Section 6.01any qualifications as to materiality (including Sellers Material Adverse Effect) of such misrepresentationtherein), breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentationany breach of any of the covenants and agreements of Seller, breach FGWLA or failure to perform has caused CLAC contained in this Agreement which covenants and agreements survive the condition specified in the first sentence of Section 6.01 not to be satisfied and thatClosing, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentationthe Excluded Liabilities, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects the Subsidiary Indemnified Liabilities or (v) Continued Practices; provided , however , that none of Seller, FGWLA or CLAC shall have any liability under clause (i) or clause (v) of this Section 11.01(a) or Section 12.01(a)(v) unless the aggregate of all Losses under clause (i) or clause (v) of this Section 11.01(a) or Section 12.01(a)(v) for which Seller, FGWLA or CLAC (taken together) would, but for this proviso, be liable exceeds an amount equal to waive .75% of the condition specified Purchase Price, and then only to the extent of any such excess. In any event, notwithstanding anything in this Agreement to the first sentence of Section 6.01 and proceed to Closing. The contrary, the maximum amount for which VFL Seller, FGWLA and CLAC shall be liable with respect to breaches described in clause (i) or clause (v) above under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), 11.01(a) or Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, 12.01(a)(v) shall not exceed in the aggregate 100aggregate, an amount equal to 50% of the Purchase Price Price. The obligations of Seller, FGWLA and CLAC under this Section 11.01 are in addition to their obligations under the Ancillary Agreements, except as provided therein. The obligation of Seller, FGWLA and CLAC under clause ("Maximum Indemnification Obligation"). Required payments i) of this Section 11.01(a) with respect to any violation of Law after the Closing by Purchaser or any indemnifying party pursuant of its Affiliates (including the Seller Subsidiaries) that is a continuation of any policy or regular practice of Seller, FGWLA, CLAC or a Seller Subsidiary that existed prior to this Article X the Closing and is carried out by or under the supervision of Business Employees, Corporate Employees or Subsidiary Employees on behalf of Purchaser or its Affiliates shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period their liability under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (ivv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any11.01(a).

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article XIX, VFL Seller agrees to indemnify, defend indemnify and hold harmless Purchaser Buyer and its Affiliates (including the Company and Company Subsidiaries), and their respective directors, officers, employees, Affiliates successors and assigns (the "Buyer Indemnified Parties") from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties losses and out-of-pocket expenses (including reasonable outside attorneys' fees and disbursements (collectively, "Losses," expenses of outside counsel and individually a "Loss"), asserted against, imposed upon irrespective of whether or incurred by them, directly or indirectly, by reason of or arising not such losses and expenses arise out of or in connection with a Third Party Claim) but not including punitive, consequential, all other kinds of special damages and Taxes or any misrepresentationamounts related to any claim for an indemnity based on or relating to Taxes ("Losses") to the extent actually incurred as a result of, breach based upon, or in connection with (i) any failure of or failure to perform any representation, warranty, covenant, undertaking or agreement the representations and warranties of VFL Seller contained in this Agreement to be true and correct as of the date hereof and as of the First Closing Date, and to the extent and only to the extent they apply to FFSB and/or the FFSB Closing, the FFSB Closing Date, (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, (iii) liability incurred under Title IV of ERISA with respect to any pension plan maintained or contributed to by Seller or any Extra Contractual Obligations arising from actscorporation, errors trade or omissions business under common control or treated as a single employer with Seller, (iv) the Excluded Assets, or (v) any failure by VFL or any of BCC to satisfy its officersobligations to The Forethought Group, employees, agents or representatives (other than Purchaser Inc. under the Assignment and administrators, contractors or other representatives or agents selected by Purchaser)Assumption Agreement; provided, however, that Purchaser Seller shall not have any liability for Losses under this Agreement except as otherwise provided herein unless the aggregate of all Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $5,500,000 (the "Indemnification Basket"), and its directorsthen only to the extent such Losses exceed $1,500,000; provided, officersfurther, employees, Affiliates and assigns) that Seller shall be entitled to not have any liability for indemnification under this Section 10.01(a) in respect Agreement for any individual item of representations and warranties in this Agreement only Loss that is less than $25,000 (unless such item of Loss would, when aggregated with each other item of Loss arising from the aggregate amount of all such Losses same underlying facts, events or circumstances, equals or exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"25,000), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL Seller shall be liable in the aggregate under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, 9.1(a) shall not exceed in $90,000,000 (the aggregate 100% of the Purchase Price ("Maximum Indemnification ObligationCap"). Required payments by any indemnifying party pursuant Notwithstanding the foregoing, neither the Indemnification Basket nor the Indemnification Cap shall apply to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated claims for Losses as a result of, based upon, or in connection with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to breach of any indemnified partyof the representations and warranties contained in Sections 3.1(a), 3.1(b), 3.1(c), 3.1(d) and 3.1(bb), (ii) any insurance or reinsurance proceeds recoverable by breach of any indemnified partyof the covenants and agreements of Seller contained in this Agreement, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case liability incurred under Title IV of ERISA with respect to such Loss. The indemnified party shall use commercially reasonable efforts any pension plan maintained or contributed to collect all such insurance proceeds and indemnityby Seller or any corporation, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser trade or business under common control or treated as a result of any inability to market the Insurance Contracts in any jurisdiction. Furthersingle employer with Seller, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; the Excluded Assets and (iiiv) are the result of changes (including any terminations) made failure by the Mutual Fund Payor in accordance with the terms of any such ParticipationBCC to satisfy its obligations to The Forethought Group, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements Inc. under the Code (Assignment and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)Assumption Agreement.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL Redeveloper agrees to indemnify, defend indemnify and hold harmless Purchaser the Borough and its directorsofficials, officersagents, employeesservants, Affiliates employees and assigns consultants (collectively, the “Indemnified Parties”) harmless from and against any and all claims, lossesdemands, liabilitiessuits, damagesactions, deficienciesrecoveries, judgments, and costs and expenses in connection therewith of any kind or expensesnature, penalties and however arising, imposed by law or otherwise (including reasonable outside attorneys' ’ fees and disbursements expenses and experts’ fees and expenses) (collectively, "Losses," and individually a "Loss")“Claims”) which the Indemnified Parties may sustain, asserted against, imposed upon be subjected to or incurred by them, directly or indirectlybe caused to incur, by reason of personal injury, death or damage to property, arising out of from or in connection with the environmental testing and remediation, implementation, construction or maintenance,or any misrepresentation, breach other activities of or failure on behalf of Redeveloper within the Property, except to perform the extent that any representationsuch claim or suit arises from the intentional or willful wrongful acts or omissions, warrantyor grossly negligent acts or omissions, covenantof the Indemnified Parties. In addition to the foregoing, undertaking Redeveloper shall indemnify and hold the Indemnified Parties harmless from and against any Claims in connection with any alleged violation by the Borough of the Green Trust Project Agreement, as may have been amended or agreement supplemented (the “Trust”) between the State of VFL New Jersey by the Department of Environmental Protection and the Borough of Frenchtown, Hunterdon County dated February 3, 1998 and recorded in this Agreement or any Extra Contractual Obligations the Hunterdon County Recorder’s Office at Deed Book 1186 page 0108 arising from acts, errors or omissions the use by VFL or any the Project of its officers, employees, agents or representatives (other than Purchaser Access Easement #3 recorded at Deed Book 913 page 840 and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) reserved in the Deed to the Borough at Deed Book 1186 page 0161. The Borough shall be entitled provide notice to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess Redeveloper of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to Claims as soon as reasonably possible after their occurrence but in any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: case within ten (i10) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% days of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach Borough receiving actual or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach constructive notice of the representations set forth in Sections 3.09 and 3.11subject Claims, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no the event will VFL such notice is not timely received, Redeveloper shall only be responsible (excused of its obligations hereunder to the extent it is prejudiced by indemnification the failure to timely receive said notice. The obligation to indemnify the Indemnified Parties shall survive the termination or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related expiration of this Agreement that (i) relate with respect to any time period more than ten years after the Effective Date; (ii) are the result of changes (including Claims arising from any terminations) activities occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) issuance of any Insurance Contract to comply with all requirements a Certificate of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any).Completion

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties Sellers as provided in Article IX and the limitations set forth in this Article X, VFL each Seller, *** with any other Seller, agrees to indemnify, defend indemnify and hold harmless Purchaser each of Buyer, its Affiliates (including, after the Closing, the Transferred Companies), and its directors, their respective officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officersdirectors, employees, agents and Representatives (collectively, the “Buyer Indemnitees”) from and against (i) all Losses to the extent arising from or representatives related to (x) any breach of the representations and warranties of such Seller contained in Article III of this Agreement (determined, for purposes of this Section 10.1(a), without regard to any qualifications or references to “Seller Material Adverse Effect,” “material,” or any other materiality qualifications or references contained in any specific representation or warranty); or (y) any breach of any of the covenants and agreements of such Seller contained in this Agreement that survive the Closing, and (ii) *** any Losses to the extent arising from any breach of the representations and warranties of the Company contained in Article IV of this Agreement (determined, for purposes of this Section 10.1(a), without regard to any qualifications or references to “Company Material Adverse Effect,” “material,” or any other materiality qualifications or references contained in any specific representation or warranty, other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaserthe reference to “Company Material Adverse Effect” in Section 4.6); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assignsno Seller shall have any Liability under Section 10.1(a)(ii) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when unless the aggregate amount of all Losses for which such Losses Seller would, but for this proviso, be liable, exceeds five hundred thousand dollars on a cumulative basis an amount equal to *** percent ($500,000.00***%) (of *** the "Basket Amount")Final Purchase Price, in which case Purchaser (and its directorsthen ***; provided, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification no Seller shall have any Liability under Section 10.1(a)(i)(x) or Section 10.1(a)(ii) above for claims arising under the fourth sentence (x) *** or (y) any breach of Section 3.11(c)***, Section 3.16*** or Section ***, Section 3.24which shall be governed by Article XI. In any event, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date last sentence of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in paragraph, the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL any Seller shall be liable Liable in the aggregate under Section 10.1(a)(ii) shall not exceed *** percent (***%) of such Seller's Escrow Percentage of the Final Purchase Price (the “Cap”) and the maximum amount for which any Seller shall be Liable in the aggregate under Section 10.1(a)(i)(x) shall not exceed *** percent (***%) of *** the Final Purchase Price. For the avoidance of doubt, any Losses which are subject to the ***% indemnity deductible or *** described in this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which 10.1(a) shall not be subject to such limitation, shall not exceed in counted toward the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation")Cap. Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount The Liabilities of any Loss Seller under Section 10.1(a)(ii) that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to arise as a result of any breach of the representations set forth and warranties contained in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder Section 4.17 shall not include any losses deemed count towards the Cap, except to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during extent such twelve month period Liabilities exceed *** percent (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv***%) of this sentence; (iii) are *** the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)Final Purchase Price.

Obligation to Indemnify. (a) Subject to the expiration of the representations Sellers jointly and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL agrees severally agree to indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser Buyer (and its directors, officers, employees, Affiliates Representatives, stockholders and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect from and against all Losses resulting from or arising out of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance inaccuracy in or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11any representation, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result warranty, covenant or agreement of any inability to market the Insurance Contracts Seller contained in any jurisdiction. Furtherthis Agreement, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses"3.32(b) and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective DateSection 3.33; (ii) are obligations arising from the conduct of the Business prior to the Closing which were not expressly assumed by Buyer, including without limitation, Losses sustained as a result of changes (including any terminations) occurring in accordance with the terms claim by any employee of Sellers based upon any particular Participationemployment contract, Distribution and Service Related Agreement in effect as of the execution of this Agreementsalary or bonus arrangement, as modified pursuant fringe benefit, or other employment policy to clause (iii) which any Seller is a party or (iv) of this sentenceby which it is bound; (iii) are any Excluded Liability; (iv) except in compliance with applicable Environmental Laws and any licenses or permits related thereto, the result generation, use, treatment, storage, transfer, disposal, Release or threatened Release in, at, under, from, to or into, or on the Owned Properties or the Leased Properties of changes (including toxic or hazardous substances during the ownership or occupancy thereof by any terminations) made by of the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related AgreementSellers; or (ivv) are any Losses arising our of or resulting from the result failure of changes EMS/Rosa xx prepare or maintain corporate minutes and other records of corporate actions. Notwithstanding the foregoing, (including Y) Sellers shall not have any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected liability under clauses clause (ii) or (iiii) of this sentenceSection 8.1(a) unless the aggregate of all Losses relating thereto exceeds, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute on a breach of cumulative basis, One Hundred Fifty Thousand Dollars ($150,000) (the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure"Basket"), prior and then only to the Closingextent of such excess, and (aZ) to comply with all tax withholding and information reporting requirements Sellers' aggregate liability under the Code (and applicable regulationsthis Section 8.1(a), or (b) and for reimbursement of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by PurchaserBuyer's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any).costs in

Obligation to Indemnify. Supplier shall defend, indemnify, and hold EMC, its Channel Partners and End Users harmless against any third party liabilities, claim demands, suits (and any costs, judgments and settlement amounts associated therewith) alleging that (i) the use or disposition of a Products infringes a patent, copyright, or trademark, or misappropriates a trade secret of a third party, or (ii) any claims based on a breach of the Product warranty provided by Supplier, provided Supplier receives (i) prompt notice in writing of such claim; (ii) sole control over the defense and settlement thereof and (iii) reasonable cooperation from EMC, as applicable, at Supplier’s expense in response to a Supplier request for assistance. When settling or compromising any claim, Supplier shall not, without EMC’s written approval, make any admission of facts that expose EMC to the imposition of punitive damages or other claims that are not covered by this indemnification. Supplier shall carry and maintain general liability insurance to cover Supplier’s obligations under this Section. With respect to intellectual property infringement claims, should any Products become, or in Supplier’s opinion be likely to become, the subject of such a claim, Supplier shall, at its option and expense, (a) Subject procure for EMC, Channel Partners and End Users the right to the expiration make continued use thereof in accordance with this Agreement; (b) replace or modify Products so that it becomes non-infringing but with substantially equivalent functionality and performance or (c) if neither (a) nor (b) are reasonably available, accept return of the representations affected Products and warranties of upon receipt thereof refund to EMC the parties as provided in Article IX and the limitations set forth in this Article Xprice paid therefor by EMC to Supplier, VFL agrees to indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements less straight-line depreciation based on a five (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns5) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amountyear useful life. VFL Supplier shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach for alleged infringement based on (1) use for a purpose or failure to perform, following in a manner for which the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to performProduct was not designed; (ii2) such notice expressly acknowledges that such misrepresentation, breach or failure use of any older version of a Product when use of a newer revision made available by Supplier to perform has caused EMC would have avoided the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closinginfringement; (iii3) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closingany modification made without Supplier’s written approval; and (iv4) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments any modifications made by any indemnifying party Supplier pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach EMC’s or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such LossEnd User’s specific instructions. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)THIS SECTION 12.1 STATES THE ENTIRE LIABILITY OF SUPPLIER AND EMC’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT CLAIMS.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL Seller agrees to indemnify, defend and hold harmless Purchaser and its Newco (and their respective directors, officers, employees, Affiliates Affiliates, successors and assigns permitted assigns) from and against all Losses (as hereinafter defined), based upon: (i)(A) any breach of or inaccuracy in the representations and warranties of Seller contained in Article III hereof (other than those contained in Sections 3.10(c) and 3.25(d) hereof) or in any Ancillary Agreement; or (B) any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Seller contained in this Agreement (other than those contained in Sections 5.28(a), (b) and (c)), any Ancillary Agreement or in any certificate or document delivered by Seller pursuant to any of the provisions of, or in connection with, this Agreement or any Ancillary Agreement, to the extent that the sum of Losses in connection with clauses (a)(i)(A) and (a)(i)(B) of this Section 10.01 and Losses (as defined in the First UNUM Agreement) in connection with the corresponding provisions of the First UNUM Agreement exceeds $1 million in the aggregate, and then only in the amount of such excess; (ii) any Asserted Liability arising out of any breach of or inaccuracy in the representations and warranties of Seller contained in Section 3.10(c) hereof or any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Seller contained in Section 5.28(a), (b) or (c) hereof, if the sum of Losses in connection therewith and Losses (as defined in the First UNUM Agreement) in connection with any Asserted Liability arising out of any breach of or inaccuracy in the representations and warranties of First UNUM, or any breach, nonfulfillment or default by First UNUM contained in the corresponding provisions of the First UNUM Agreement exceeds $500,000 in the aggregate, in which case all such Losses shall be indemnified (there being no indemnification hereunder for Losses based on any breach of or inaccuracy in the representations and warranties of Seller contained in Section 3.10(c) hereof or any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Seller contained in Section 5.28(a), (b) or (c) hereof except for Losses resulting from an Asserted Liability); (iii) any Extra Contractual Obligations; (iv) all liabilities or obligations arising out of or related to the Assigned and Assumed Contracts based on acts of Seller occurring prior to the Closing Date other than those liabilities or obligations reflected on the Final Balance Sheet and (v) any breach of or inaccuracy in the representations and warranties contained in Section 3.25(d) hereof. Solely for the purposes of this Section 10.01(a), the question whether any representation or warranty contained in Section 3.10(c) or 3.25(d) hereof has been breached shall be made without regard to matters previously disclosed to Purchaser, so that no such disclosure made prior to the date hereof, and no update to any such disclosure made on or prior to the Closing Date, shall be taken into account in determining whether any such breach has occurred. As used in this Article X, Loss and/or Losses shall mean claims, losses, liabilities, damages, deficiencies, costs or expensescosts, penalties and reasonable outside expenses (including attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"fees), asserted againstinterest, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser taxes and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)penalties.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL Each party hereto agrees to indemnify, defend indemnify and hold harmless Purchaser the other party hereto and its officers, directors, officers, employees, Affiliates affiliates and assigns from agents from, against and against in respect of, the full amount of any and all claims, losses, liabilities, damages, claims, deficiencies, fines, assessments, losses, taxes, penalties, interest, costs or and expenses, penalties and including, without limitation, reasonable outside attorneys' fees and disbursements of counsel (collectively, "Losses," and individually a "LossIndemnifiable Damages"), asserted againstarising from, imposed upon relating to, caused by (whether in whole or incurred in part), in connection with, or incident to any breach, inaccuracy or violation of any of the representations, warranties, covenants or agreements of such indemnifying party contained in this Agreement, in any schedule or exhibit to this Agreement, or in any certificate delivered by them, directly or indirectly, by reason of or arising out of or such indemnifying party in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement on the Effective Date. Without limiting the generality of the foregoing, in the event that Sino's equity interest in Sino-Top is reduced below 60%, or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or Sino breaches any of its officersobligations pursuant to the Sino-Top Joint Venture Contract which results in Sino losing its rights to receive all or part of the Property Distributions (and Additional Property Distributions, employeesif applicable) (hereinafter either such event referred to as "Sino's Default"), agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); providedthen Sino agrees to indemnify Silver Dragon for its Indemnifiable Damages. Provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X Indemnifiable Damages shall be limited to the amount sum of any Loss that remains after deducting therefrom any benefit associated with $350,000, plus the breach value of the Silver Dragon Shares as hereinafter defined. If, upon receipt of notice of Sino's Default, the Silver Dragon Shares are eligible for sale under Rule 144 of the Securities Act Rules (the "Free Trading Shares"), the Silver Dragon Shares shall be valued based on the average closing price of the of Silver Dragon Shares over the 30 day period prior to receipt of notice of Sino's Default, multiplied by the number of Free Trading Shares. If all or occurrence constituting or giving rise to a portion of the LossSilver Dragon Shares are restricted at the time of receipt of notice of Sino's Default (the "Restricted Shares"), including but not limited to: such Restricted Shares shall be valued on the same basis as the Free Trading Shares less a discount of Fifty Percent (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss50%). The indemnified party provisions of this Article VI shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of survive the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution termination of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any).

Obligation to Indemnify. (a) Subject Seller agrees to indemnify and hold harmless Buyer, its Affiliates (including, following the expiration Closing, the Company) and their respective directors, officers, shareholders, partners, members and employees and their heirs, successors and permitted assigns (collectively, “Buyer Indemnified Parties”) from, against and in respect of any damages, losses, charges, Liabilities, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties, and reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees, and reasonable out of pocket disbursements) (“Losses”) imposed on, sustained, or incurred or suffered by any of the Buyer Indemnified Parties, whether in respect of Third Party Claims, claims between the Parties, or otherwise, directly or indirectly resulting from, in connection with or arising out of (i) the inaccuracy or any breach of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL agrees to indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL Seller contained in this Agreement or in any Extra Contractual Obligations arising from actsother agreement, errors certificate or omissions document delivered by VFL or on behalf of Seller at the Closing; it being understood that for purposes of this Section 8.1(a)(i), any qualifications relating to materiality, including the term “Material Adverse Change”, contained in any such representation or warranty shall be disregarded for purposes of determining whether such representation or warranty was breached or was inaccurate; (ii) any breach or failure by Seller to perform any of its covenants or obligations contained in this Agreement or in any other certificate or document delivered by or on behalf of Seller at the Closing; (iii) Indemnified Taxes; (iv) claims against, or actions by, the Company, Seller, or any of its officers, Seller’s Affiliates (or their respective employees, agents directors, or representatives officers) occurring, or based on facts and circumstances occurring, prior to the Effective Time or the Closing Date (other than Purchaser whichever is later), and administrators, contractors in each case that arise out of or other representatives relate to the operations of the Company prior to the Effective Time or agents selected by Purchaserthe Closing Date (whichever is later); providedand/or (v) the Administrative Services Agreement, howeverthe LPT Agreement, that Purchaser (and its directorsthe Guaranty Agreement or any other agreement delivered by or on behalf of Seller at the Closing. Notwithstanding the foregoing, officers, employees, Affiliates and assigns) Buyer Indemnified Parties shall be entitled to indemnification under this Section 10.01(a8.1(a)(i) in respect of representations and warranties in this Agreement only when to the extent that the aggregate amount of all such Losses exceeds five exceed on a cumulative basis one hundred thousand dollars ($500,000.00100,000) (the "Basket Amount"“Seller Rep and Warranty Basket”), in at which case Purchaser (point the Seller will be obligated to indemnify the Buyer Indemnified Parties from and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for against all such Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 Seller Rep and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)Warranty Basket.

Obligation to Indemnify. (a) Subject to the expiration provisions of the representations Sections 9.2 ----------------------- and warranties of the parties as provided in Article IX 9.3 and the limitations set forth in this Article X, VFL agrees to indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations procedures set forth in Section 3.2411, Losses the Sellers jointly and severally agree to be indemnified by VFL hereunder shall be calculatedhold harmless and indemnify, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, if prior to the Closing, Perseus and LLC, their respective directors, officers, members and Affiliates, or, if on or after the Closing, the Subsidiaries and their Affiliates (collectively, the "Buyer Indemnified Parties") with respect to any liabilities, losses, damages, or costs (including reasonable legal fees and court costs) of any kind, which shall be suffered or incurred as a result of: (a) to comply with all tax withholding and information reporting requirements under any circumstances or state of facts constituting a breach of any representation or warranty made by the Code (and applicable regulations), or Sellers in this Agreement; (b) the breach of any Insurance Contract to comply with all requirements covenants of the Code, as specified Sellers contained in Section 3.16, shall not be affected by Purchaser's knowledge this Agreement; (c) any Indemnified Liability; (d) any Special Environmental Liability; or (e) without giving effect to the disclosure of any such failure, whether as a result of Purchaser's due diligence processliabilities on the exhibits attached hereto, any disclosure Special Tax Liabilities or Special Product Liabilities. "Special Tax Liabilities" means any Netherlands tax liability, including penalties and interest, resulting from the disallowance of interest deduction on loans owed to the Company and deducted by VFL extending the fiscal year of certain Dutch Subsidiaries in 1996 and 1997. "Special Product Liabilities" means damages, losses, costs or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses expenses of the Company (including reasonable attorneys' fees) arising from product liability claims based on products sold prior to the termination Closing by the Company which exceed in the aggregate four hundred thousand United States dollars ($400,000). "Indemnified Liability" shall mean: (1) all amounts payable in respect of the "Make-Whole Amount" or "Modified Make-Whole Amount" as such terms are defined in the Note Purchase Agreement dated as of September 1, 1993 among Derby Holding B.V. ("DHBV"), Derby International and the purchasers named therein (the "Note Purchase Agreement") with respect to the purchase and sale of three series of Senior Notes of DHBV (the "Senior Notes"), less any such agreement profits realized under the interest rate swaps (the interest rate component and not the foreign exchange component) under the ISDA Master Agreement, dated September 15, 1994, between DHBV and Bankers Trust International plc; (2) all amounts accrued, paid or arrangement payable as interest in respect of the Senior Notes from November 11, 1997 through the January 31, 1998, plus fifty percent (50%) of amounts paid or payable in respect of accrued interest on less than 30 days' prior written noticethe Senior Notes from and including February 1, with such Losses being measured as revenues that are not 1998 to March 29, 1998, plus one hundred percent (100%) of amounts paid or payable for in respect of accrued interest on the 30 days Senior Notes from and including March 29, 1998 to the Closing Date; (or applicable portion thereof3) following any interest accrued and payable after the Closing Date until the date of such written notice prepayment (if any).or amounts payable in lieu of interest payable to enable prepayment on or about the Closing Date) in the event that the holders of the Senior Notes do not agree to the repayment of the Senior Notes on the Closing Date, provided, however,

Obligation to Indemnify. (a) Subject Pursuant to the expiration Escrow Agreement, certain shareholders (the "ESCROWING SHAREHOLDERS") will escrow a total of 250,000 shares of Parent Common Stock ("ESCROWED SHARES") to be used to satisfy the representations and warranties of the parties as provided in Article IX and the limitations set forth in Company's obligation to indemnify under this Article X, VFL 8. The Company agrees to indemnify, defend indemnify and hold harmless Purchaser Parent and its respective officers, directors, officers, employees, Affiliates accountants, counsel, consultants, advisers and assigns agents ("REPRESENTATIVES") against and agrees to hold each of them harmless from any and against all claimsdamage, lossesloss, liabilitiesliability and expense (including, damageswithout limitation, deficiencies, costs or expenses, penalties reasonable expenses of investigation and reasonable outside attorneys' attorney's fees and disbursements expenses related to the matter at issue) including interest (collectively, "Losses," and individually a "LossLOSSES"), asserted against, imposed upon incurred or incurred suffered by them, directly or indirectly, by reason of or them arising out of of, based on or in connection with any misrepresentation, misrepresentation or breach of or failure to perform any representation, warranty, covenant, undertaking covenant or agreement of VFL in this Agreement made or any Extra Contractual Obligations arising from acts, errors or omissions to be performed by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser)the Company; provided, however, --------- -------- that Purchaser (and its directors, officers, employees, Affiliates and assigns) the Company shall be entitled to indemnification not have any liability for Losses under this Section 10.01(a) in respect of representations and warranties in this Agreement only when 8.2 unless the aggregate amount of all such Losses for which the Company would be liable, but for this provision, exceeds five hundred thousand dollars (on a cumulative basis an amount equal to $500,000.00) 50,000 (the "Basket AmountINDEMNIFICATION BASKET"), in which case Purchaser (and its directorsthen only to the extent of such excess; provided, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 Indemnification Basket shall not be subject apply to the Basket Amount. VFL shall have no liability under this Section 10.01 ifentire ----- -------- amount of any individual item of Loss that is greater than $25,000, or such other items of Loss that would, when aggregated with respect to any misrepresentationeach other item of Loss arising from the same underlying facts, breach events or failure to performcircumstances, following equal or exceed $25,000; and, provided, further, that the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL the Company --------- -------- shall be liable in the aggregate under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, 8.2 shall not exceed in the aggregate 100% value of the Purchase Price Escrowed Shares (the "Maximum Indemnification ObligationINDEMNIFICATION CAP"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any).

Obligation to Indemnify. (a) Subject The Stockholders jointly and severally agree to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL agrees to do hereby indemnify, and agree to defend and hold harmless Purchaser Celcor and its the Surviving Corporation and their respective directors, officers, employees, Affiliates fiduciaries, agents and assigns from affiliates, and each other person, if any, who controls such persons, harmless against all any claims, actions, suits, proceedings, investigations, losses, liabilitiesexpenses, damages, deficienciesobligations, liabilities, judgments, fines, fees, costs and expenses (including costs and reasonable attorneys' fees) and amounts paid in settlement of any pending, threatened or expensescompleted claim, action, suit, proceeding or investigation (collectively "Loss" or "Losses") which arise or result from or are related to (i) any breach or failure of Northeast and the Stockholders to perform any of their covenants or agreements set forth herein, (ii) the inaccuracy of any representation or warranty made by Northeast and Stockholders herein, (iii) any fixed or contingent obligation or liability of Northeast (including but not limited to liabilities arising in tort, contract, guarantees and indemnities) which existed as of the Closing Date and would be required by GAAP to be disclosed on Northeast's financial statements, or in the notes thereto, and is not so disclosed prior to Closing, and (iv) any liability for Taxes, other than those which are accrued as liabilities of Northeast, together with interest and penalties and reasonable outside attorneys' fees and disbursements (collectivelyadditions to tax, "Losses," and individually a "Loss")if any, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in tax assessments. No liability shall attach under this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); providedSection 9.02, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) until Celcor has incurred a Loss or Losses in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred totaling fifty thousand dollars ($500,000.0050,000) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) no claim shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated asserted by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains Celcor after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each one year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses claims asserted on the basis of clause (i), two years in the case of a claim asserted on the basis of clause (ii) or (iii) of this sentence), VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made and no time limitation in the last sentence case of Section 3.24. Purchaser's right to indemnification for any breach a claim asserted on the basis of Section 3.16 as a result of the failure, prior to the Closing, clause (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if anyiv).

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties warranties, covenants and agreements of the parties Seller as provided in Article IX Section 8.1, and the limitations set forth in this Article XSection 8.2(a) and Section 8.3 below, VFL Seller agrees to indemnify, defend indemnify and hold harmless Purchaser Buyer, the Company, USIS and its directors, officers, employees, their respective Affiliates and assigns Representatives (collectively, the “Buyer Indemnified Parties”) from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of Losses resulting from or arising out of or in connection with (i) any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement the representations and warranties of VFL Seller contained in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser the representations and administratorswarranties contained in Section 3.11), contractors or other representatives or agents selected by Purchaser)(ii) any breach of any of the covenants and agreements of Seller contained in this Agreement and (iii) any Excluded Liability; provided, however, that Purchaser Seller shall not have any liability under clause (and its directorsi) above (other than in connection with any breach of the Seller Specified Representations) unless the aggregate of all Losses for which Seller would, officersbut for this proviso, employeesbe liable under this Agreement, Affiliates and assigns) exceeds on a cumulative basis an amount equal to $500,000 (the “Indemnification Basket”), after which the Buyer Indemnified Parties shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when receive the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the entire amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Losssuch Losses, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculationIndemnification Basket; provided, further, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for Seller shall not have any twelve month period liability under any particular Participation, Distribution and Service Related Agreement that clause (i) relate to above for any time period more individual items (or series of related claims arising from substantially the same or related underlying facts, events or circumstances) where the Loss relating thereto is less than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser$35,000; and provided, further, however, that for purposes of determining any breach of the representations and warranties of Seller, any qualification or references to “Company Material Adverse Effect,” “material,” “materially” or other materiality qualifications or references contained in such representation or warranty shall be disregarded. In any event, the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL maximum amount for which Seller shall be liable for Annual Revenue Share Losses that result from terminations that constitute a in the aggregate under Section 8.2(a)(i) (other than in connection with any breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (aSeller Specified Representations) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from exceed $15,000,000 (the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any“Indemnification Cap”).

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL Each party hereto agrees to indemnify, defend indemnify and hold harmless Purchaser the other party hereto and its officers, directors, officers, employees, Affiliates affiliates and assigns from agents from, against and against in respect of, the full amount of any and all claims, losses, liabilities, damages, claims, deficiencies, fines, assessments, losses, taxes, penalties, interest, costs or and expenses, penalties and including, without limitation, reasonable outside attorneys' fees and disbursements of counsel (collectively, "Losses," and individually a "Loss"“Indemnifiable Damages”), asserted againstarising from, imposed upon relating to, caused by (whether in whole or incurred in part), in connection with, or incident to any breach, inaccuracy or violation of any of the representations, warranties, covenants or agreements of such indemnifying party contained in this Agreement, in any schedule or exhibit to this Agreement, or in any certificate delivered by them, directly or indirectly, by reason of or arising out of or such indemnifying party in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement on the Effective Date. Without limiting the generality of the foregoing, in the event that Sino’s equity interest in Sino-Top is reduced below 60%, or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or Sino breaches any of its officersobligations pursuant to the Sino-Top Joint Venture Contract which results in Sino losing its rights to receive all or part of the Property Distributions (and Additional Property Distributions, employeesif applicable) (hereinafter either such event referred to as “Sino’s Default”), agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); providedthen Sino agrees to indemnify Silver Dragon for its Indemnifiable Damages. Provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X Indemnifiable Damages shall be limited to the amount sum of any Loss that remains after deducting therefrom any benefit associated with $350,000, plus the breach value of the Silver Dragon Shares as hereinafter defined. If, upon receipt of notice of Sino’s Default, the Silver Dragon Shares are eligible for sale under Rule 144 of the Securities Act Rules (the “Free Trading Shares”), the Silver Dragon Shares shall be valued based on the average closing price of the of Silver Dragon Shares over the 30 day period prior to receipt of notice of Sino’s Default, multiplied by the number of Free Trading Shares. If all or occurrence constituting or giving rise to a portion of the LossSilver Dragon Shares are restricted at the time of receipt of notice of Sino’s Default (the “Restricted Shares”), including but not limited to: such Restricted Shares shall be valued on the same basis as the Free Trading Shares less a discount of Fifty Percent (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss50%). The indemnified party provisions of this Article VI shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of survive the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution termination of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any).

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL BUYC agrees to and do hereby indemnify, and agree to defend and hold harmless Purchaser Northeast and its the Surviving Corporation and their respective directors, officers, employees, Affiliates fiduciaries, agents and assigns from affiliates, and each other person, if any, who controls such persons, harmless against all any claims, actions, suits, proceedings, investigations, losses, liabilitiesexpenses, damages, deficienciesobligations, liabilities, judgments, fines, fees, costs and expenses (including costs and reasonable attorneys' fees) and amounts paid in settlement of any pending, threatened or expensescompleted claim, action, suit, proceeding or investigation (collectively "Loss" or "Losses") which arise or result from or are related to (i) any breach or failure of BUYC to perform any of their covenants or agreements set forth herein, (ii) the inaccuracy of any representation or warranty made by BUYC herein, (iii) any fixed or contingent obligation or liability of BUYC (including but not limited to liabilities arising in tort, contract, guarantees and indemnities) which existed as of the Closing Date and would be required by GAAP to be disclosed on BUYC's financial statements, or in the notes thereto, and is not so disclosed prior to Closing, and (iv) any liability for Taxes, other than those which are accrued as liabilities of BUYC, together with interest and penalties and reasonable outside attorneys' fees and disbursements (collectivelyadditions to tax, "Losses," and individually a "Loss")if any, asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in tax assessments. No liability shall attach under this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); providedSection 9.02, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) until Northeast has incurred a Loss or Losses in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred totaling fifty thousand dollars ($500,000.0050,000) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) no claim shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated asserted by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains Northeast after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each one year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under claims asserted on the basis of clause (i), two years in the case of a claim asserted on the basis of clauses (ii) or (iii) of this sentence), VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made and no time limitation in the last sentence case of Section 3.24. Purchaser's right to indemnification for any breach a claim asserted on the basis of Section 3.16 as a result of the failure, prior to the Closing, clause (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if anyiv).

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL Seller agrees to indemnify, defend indemnify and hold harmless Purchaser and its directors, officers, employees, agents, representatives, successors, permitted assigns and Affiliates and assigns from and against all claims, losses, liabilities, damagesclaims, deficiencies, costs or expenses, penalties and expenses (including reasonable outside attorneys' fees and disbursements expenses) and damages (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon ) to the extent arising from or incurred by them, directly or indirectly, by reason of or arising out of or in connection with related to (i) any misrepresentation, breach of or failure to perform the representations and warranties of Seller contained in this Agreement, (ii) any representation, warranty, covenant, undertaking or agreement breach of VFL any of the covenants and agreements of Seller contained in this Agreement or any Extra Contractual Obligations arising from actsAncillary Agreement which survive the Closing or (iii) the Excluded Liabilities and all other liabilities, errors obligations or omissions indemnities incurred, assumed or retained by VFL Seller under the terms of this Agreement or any of its officers, employees, agents or representatives Ancillary Agreement (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaserthe Administrative Services Agreement); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) . Seller shall not be entitled required to indemnification under make any payments pursuant to this Section 10.01(a10.01(a)(i) in respect of representations unless and warranties in this Agreement only when until the aggregate amount of all such Losses exceeds five hundred thousand dollars (claims pursuant to Section 10.01(a)(i) shall exceed $500,000.00) 250,000 (the "Basket Threshold Amount"), in after which case Purchaser (and its directors, officers, employees, Affiliates and assigns) Seller shall be entitled responsible for the entire amount of such claims going back to indemnification for Losses only in excess of the Basket first dollar, without regard to the Threshold Amount; provided further. Notwithstanding anything contained herein to the contrary, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 Threshold Amount shall not be subject applicable to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount claims for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth warranties contained in Section 3.243.01, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees 3.02 and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution 3.15 and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are claims for indemnification attributable to any active, willful or reckless fraudulent misrepresentation, bad faith or willful misconduct by Seller. Except as set forth above, the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL Threshold Amount shall not be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right applicable to indemnification for the failure to fulfill any breach of Section 3.16 as a result of the failure, prior covenant or agreement contained herein or in any agreement or other document delivered pursuant to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)terms hereof.

Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL Company hereby agrees to indemnifyindemnify Indemnitee for, and release, defend and hold Indemnitee harmless Purchaser and its directors, officers, employees, Affiliates and assigns from and against any and all claims, losses, liabilitiescosts, damagesliabilities and other damages of whatever nature, deficiencies, costs kind or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Losscharacter, including but not limited to: , liabilities that would not have been incurred had Indemnitee not entered into the Employment Agreement, or served as an employee, officer and/or director of the Company, judgements, demands, assessments, interest, liabilities under the Employee Retirement Income Security Act of 1974, as amended (iincluding excise taxes or penalties, plan termination, withdrawal and funding liabilities), the value of time of Indemnitee at the rate of $3,000 a day (or portion thereof), environmental liabilities, any obligations of the Company for which Indemnitee is, or is asserted to be, personally liable therefor, liabilities for the Company's employment taxes and any and all other taxes, penalties, excise and similar taxes, impositions, fines, settlements, and reasonable expenses, including, without limitation, attorney fees and Proceedings (as defined below) in any tax benefit way related to or arising out of (a) Indemnitee being (and/or having been) an employee, officer and/or director of the Company or a trustee or a fiduciary to any indemnified partybenefit plan, (ii) including without limitation, any insurance or reinsurance proceeds recoverable by any indemnified partyact, and (iii) any indemnity, contribution omission or other similar payment recoverable matter in any way connected therewith, and/or (b) Indemnitee serving (and/or having served) the Company in any other capacity contemplated by the Employment Agreement, including, without limitation, any indemnified party from act, omission or other matter in any third partyway connected therewith (collectively, in each case the "Damages"). Company acknowledges and agrees that the foregoing terms of this section and the terms of the other sections of this Agreement are intended to apply REGARDLESS OF THE TIMING, GROUNDS OR NATURE OF ANY PROCEEDINGS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON INDEMNITEE'S NEGLIGENCE, CONTRACT, STATUTE, INTENTIONAL TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT INDEMNITEE WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES, except only to the extent that the Damages are finally adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to have been caused by the gross negligence or willful misconduct of Indemnitee (and any actions taken with respect the approval of the Bankruptcy Court will conclusively be deemed not to such Lossconstitute gross negligence or willful misconduct). The indemnified party obligations of Company hereunder shall use commercially reasonable efforts be applicable to collect all such insurance proceeds Proceedings (as defined below) and indemnity, contribution and other similar payments. With respect to any breach of the representations Damages as set forth in Sections 3.09 and 3.11this Agreement regardless of when Proceedings or Damages occurred or accrued or such Proceedings are commenced or threatened, "Losses" or whether actions or omissions or other events on which they are based, allegedly took place or failed to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser occur, before or after the effective date of this Agreement or the commencement or termination of Indemnitee's service as a result of any inability to market the Insurance Contracts an employee, officer, director or in any jurisdiction. Further, in no event shall there be included other capacity for the Company as contemplated in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Employment Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any).

Obligation to Indemnify. If one of the Parties or any of its Affiliates incurs any losses, damages or liabilities of any nature (ai) Subject to as a result of the expiration inaccuracy of any representation or warranty granted by the other Party in this Contract, during a period of one (1) year from the Closing Date (or of two (2) years from the Closing Date in the case of the representations and warranties of the parties as provided in Article IX and the limitations set forth in Clauses 3.1, 3.2, 3.4 or 4 of this Article X, VFL agrees to indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"Contract), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) as a result of the breach of any obligation of the other Party in this Contract, the Party granting the inaccurate representation or warranty or breaching such notice expressly acknowledges Party’s obligation hereunder must indemnify and maintain free from liability before third parties the Party and the Affiliates of such Party that have incurred in such misrepresentationlosses, breach damages or failure liabilities. Notwithstanding the foregoing to perform has caused the condition specified contrary, (a) in no event shall the total amount of any claims by the Republic or any Related Party of the Republic for breaches of any provisions of this Contract or the Agreement exceed at any time the amounts received in the first sentence of Section 6.01 not Bank Account pursuant to be satisfied this Contract and thatthe Agreement (except for any claims made pursuant to Clause 2.6(a) hereof, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"limit). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, ; and (iiib) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation total amount of any indemnified Loss claims by the Transferor or any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach Related Party of the representations set forth in Section 3.24Transferor for breaches of any provisions of this Contract or the Agreement exceed at any time while an Event of Default has not occurred, Losses to be indemnified by VFL hereunder shall be calculated, as the Unpaid Balance of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations Compensation (except for any claims made by VFL pursuant to Section 3.24 been accurate and Clause 2.6(c) hereof, which claims shall not be subject to such limit). In case an event giving either Party and/or any of their respective related parties (individually, an “Indemnified Party”) the amount of fees and other revenue actually payable right to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred indemnification pursuant to as the "Annual Revenue Share Losses"Clauses 2.6(a) and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution of this Agreement, as modified pursuant to clause (iii) or (ivc) of this sentence; Contract or to this Clause 5.1 takes place, such Indemnified Party shall give prompt written notice to the Party liable for such indemnification obligations (iiithe “Indemnifying Party”) are of the result event in question and of changes the amount in dollars of the United States of America that such Indemnified Party is entitled to receive as indemnification. Upon determination of the indemnification to which an Indemnified Party shall be entitled, the Indemnifying Party shall have a period of thirty (including 30) Days from the date on which the indemnification was determined in order to pay such indemnification to the Indemnified Party by electronic wire transfer to the bank account that such Indemnified Party shall have previously notified in writing to the Indemnifying Party, and if the indemnification is not paid in full on or before the expiration of such period of thirty (30) Days, any terminationsunpaid balance of such indemnification amount shall accrue interest at an annual rate of seven percent (7%) made until payment is received by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any)Indemnified Party.

Obligation to Indemnify. (a) Subject to the expiration provisions of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article XSection IV.G, VFL agrees to indemnify, defend Company will indemnify and hold harmless Purchaser Lender, its Affiliates, managers and its advisors, and each of their officers, directors, officersshareholders, partners, employees, Affiliates representatives, agents and assigns attorneys, and any person who controls Lender within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (collectively, “Lender Parties” and each a “Lender Party”), harmless from any and against all claims, losses, liabilities, obligations, claims, contingencies, damages, deficiencies, reasonable costs or and expenses, penalties including all judgments, amounts paid in settlements, court costs and reasonable outside attorneys' ’ fees and disbursements costs of investigation (collectively, "“Losses," and individually ”) that any Lender Party may suffer or incur as a "Loss")result of or relating to (a) any breach of any of the representations, asserted againstwarranties, imposed upon covenants or incurred agreements made by themCompany in this Agreement or in the other Transaction Documents, directly (b) any untrue statement or indirectlyalleged untrue statement of a material fact contained in the Registration Statement, Prospectus, Prospectus Supplement, or any information incorporated by reason of reference therein, or arising out of or based upon any omission or alleged omission to state a material fact necessary in connection with order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) any misrepresentationaction based upon, breach connected with, or otherwise arising out of or failure in any way relating to perform any representationTransaction Documents, warranty, covenant, undertaking or agreement the resale of VFL in this Agreement Conversion Shares or any Extra Contractual Obligations arising from actsshares of Common Stock by Lender, errors or omissions by VFL or any requirement that any of its officersthe Released Parties was or is required to register as a dealer under federal securities laws, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser)all matters related thereto; provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall Company will not be subject obligated to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect indemnify any Lender Party for any Losses finally adjudicated to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: be caused solely by (i) VFL provides Purchaser with a false statement of material fact contained within written notice (which may be information provided by such Lender Party expressly for the purpose of including it in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentationapplicable Registration Statement, breach Prospectus, Prospectus Supplement, or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has, in fact, caused the condition specified in the first sentence of Section 6.01 not to be satisfied, and as a result, Purchaser has the right not to proceed to Closing; and (iv) Purchaser elects to waive the condition specified in the first sentence of Section 6.01 and proceed to Closing. The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation"). Required payments by any indemnifying party pursuant to this Article X shall be limited to the amount of any Loss that remains after deducting therefrom any benefit associated with the breach or occurrence constituting or giving rise to the Loss, including but not limited to: (i) any tax benefit to any indemnified party, (ii) any insurance or reinsurance proceeds recoverable by any indemnified party, and (iii) any indemnity, contribution or other similar payment recoverable by any indemnified party from any third party, in each case with respect to such Loss. The indemnified party shall use commercially reasonable efforts to collect all such insurance proceeds and indemnity, contribution and other similar payments. With respect to any Lender Party’s unexcused material breach of the representations set forth in Sections 3.09 and 3.11, "Losses" to be indemnified by VFL hereunder shall not include any losses deemed to be incurred by Purchaser as a result of any inability to market the Insurance Contracts in any jurisdiction. Further, in no event shall there be included in the calculation of any indemnified Loss any amount in respect of potential revenues, fees or other benefits incident to or potentially arising from any insurance or annuity policies or contracts other than the Insurance Contracts. With respect to any breach of the representations set forth in Section 3.24, Losses to be indemnified by VFL hereunder shall be calculated, as of July 1 of each year from 2003 to 2012, as the difference between the amount of fees and other revenue that would have been payable to Purchaser during the immediately preceding twelve month period under the Participation, Distribution and Service Related Agreements had the representations made by VFL pursuant to Section 3.24 been accurate and the amount of fees and other revenue actually payable to Purchaser under said agreements during such twelve month period (for each such twelve month period such difference shall hereinafter be referred to as the "Annual Revenue Share Losses") and the Annual Revenue Share Losses for each such twelve month period shall be paid by VFL to Purchaser not later than 30 days following such calculation; provided, however, that in no event will VFL be responsible (by indemnification or otherwise) for the Annual Revenue Share Losses for any twelve month period under any particular Participation, Distribution and Service Related Agreement that (i) relate to any time period more than ten years after the Effective Date; (ii) are the result of changes (including any terminations) occurring in accordance with the terms of any particular Participation, Distribution and Service Related Agreement in effect as of the execution an express provision of this Agreement, as modified pursuant to clause (iii) or (iv) of this sentence; (iii) are the result of changes (including any terminations) made by the Mutual Fund Payor in accordance with the terms of any such Participation, Distribution and Service Related Agreement; or (iv) are the result of changes (including any terminations) made by VFL or the Mutual Fund Payor and requested or approved by Purchaser; and provided, further, in the case of terminations effected under clauses (ii) or (iii) of this sentence, VFL shall be liable for Annual Revenue Share Losses that result from terminations that constitute a breach of the representation made in the last sentence of Section 3.24. Purchaser's right to indemnification for any breach of Section 3.16 as a result of the failure, prior to the Closing, (a) to comply with all tax withholding and information reporting requirements under the Code (and applicable regulations), or (b) of any Insurance Contract to comply with all requirements of the Code, as specified in Section 3.16, shall not be affected by Purchaser's knowledge of any such failure, whether as a result of Purchaser's due diligence process, any disclosure by VFL or otherwise. With regard to those agreements or arrangements regarding fees that are marked with an asterisk in Schedule 3.24, VFL agrees to indemnify Purchaser for any Losses arising from the termination of any such agreement or arrangement on less than 30 days' prior written notice, with such Losses being measured as revenues that are not payable for the 30 days (or applicable portion thereof) following the date of such written notice (if any).