Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. In the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunder.

Indemnification Procedures. In Each party entitled to indemnification under this Section 3 (the event that any claim for which a Party providing “Indemnified Party”), shall give notice to the party required to provide indemnification (the "“Indemnifying Party"”) would promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be liable sought, and shall permit the Indemnifying Party to assume the other Party (defense of any such claim or any litigation resulting therefrom, provided that counsel for the "Indemnified Indemnifying Party") is asserted against , who shall conduct the defense of such claim or sought to litigation, shall be collected approved by any third person, the Indemnified Party (whose approval shall promptly notify not unreasonably be withheld), and the Indemnified Party may participate in such defense. Failure of the Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof its obligations under this Section 3 only to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during failure or delay in giving notice has a material adverse impact on the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that ability of the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim. No Indemnifying Party, then in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof, the giving of a release from all liability in respect to such claim or litigation. If any such Indemnified Party shall have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnifying Party shall not have the right to defend assume the defense of such claim action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the reasonable fees and expenses of any counsel retained by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlementParty, it may do so at its own cost and expense. If being understood that the Indemnifying Party elects not to defend against shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party or controlling person, which firm shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred be designated in writing by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderParty.

Indemnification Procedures. In If any Action is brought in respect of which indemnity may be sought pursuant to this Agreement, the event that any claim for which a Party providing Person seeking indemnification (the "Indemnified Party") shall promptly notify the Person against whom indemnification is sought (the "Indemnifying Party") would be liable in writing of the institution of such Action (but the failure so to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify will not relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall from any liability that it may have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect under this Article VIII to such claimthe extent the Indemnifying Party is not materially prejudiced as a result thereof, and (ii) if in no event shall it does not dispute relieve the Indemnifying Party from any liability it may have otherwise than pursuant to this Article VIII), and the Indemnifying Party shall assume the defense of such liabilityAction, whether or not it desires, at its sole cost and expense, including the employment of counsel reasonably satisfactory to defend the Indemnified Party against such claim; provided however, that the and payment of expenses. The Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend employ its own counsel in any such claim by appropriate proceedingscase, which proceedings but the fees and expenses of such counsel shall be promptly settled at the expense of Indemnified Party unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party within a reasonable time or prosecuted (iii) such Indemnified Party shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Indemnifying Party and may present a final conclusionconflict for counsel representing the Indemnified Party and the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such Action on behalf of the Indemnified Party), in any of which events such fees and expenses shall be borne by the Indemnifying Party and paid as incurred (it being understood, however, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) for the Indemnified Parties in any one Action or series of related Actions in the same jurisdiction representing the Indemnified Parties, unless such Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party within a manner as reasonable time or such Indemnified Party shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to avoid it or them which are different from or additional to those available to the other Indemnified Party). Anything in this Section 8.2 to the contrary notwithstanding, the Indemnifying Party shall not be liable for any risk settlement effected without its prior written consent unless the Indemnifying Party shall have failed to assume the defense of such Action. An Indemnifying Party will not, without the prior written consent of the Indemnified Party becoming subject (which shall not be unreasonably withheld or delayed), settle or compromise or consent to liability. If the entry of any judgment in any Action in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party desires to participate in, but Parties from all liability arising out of the Action and does not control, subject any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, of the Indemnified Party shall have the right but not the obligation Parties to defend against such claimany admission of liability, consent decree, or any other material and the amount adverse condition or restriction of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderkind.

Indemnification Procedures. In the case of any claim asserted by a third party against a Party that may be entitled to indemnification under this Agreement (the “Indemnified Party”), notice shall promptly be given by the Indemnified Party to the Party required to provide indemnification (the “Indemnifying Party”), and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any Litigation resulting therefrom, provided, that (i) counsel for the Indemnifying Party who shall conduct the defense of such Litigation shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (ii) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such Indemnifying Party is materially prejudiced as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such Litigation. In the event that any claim for which a subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party providing indemnification (will materially adversely affect the "Indemnified Party’s Tax liability, the Indemnifying Party shall not settle such Litigation without the written consent of the Indemnified Party") would . In each case, such consent will not be liable unreasonably withheld. In the event that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the other Indemnifying Party (the "Indemnified Party") is asserted against or sought to be collected by any third personin respect of such Litigation relating thereto, the Indemnified Party shall promptly notify have the right to take over and assume control over the defense, settlement, negotiations or Litigation relating to any such claim at the sole cost of the Indemnifying Party of such claimParty, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify provided, that if the Indemnified Party (i) whether or not it disputes its liability to does so take over and assume control, the Indemnified Party hereunder with respect shall not settle such Litigation without the written consent of the Indemnifying Party, such consent not to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsbe unreasonably withheld. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then accept the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner defense of any matter as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseprovided, the Indemnified Party shall have the full right but not the obligation to defend against any such claimLitigation, and shall be entitled to settle or agree to pay in full such Litigation; it being understood that the amount result of any resulting Losses (includingsuch Litigation or any settlement or payment shall not be evidence with respect to the right to receive indemnification under this Agreement. Alliance and Federated shall reasonably cooperate with one another, without limitationand provide access to books and records in their possession or control that is reasonable under the circumstances, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability defense of the Indemnifying Party hereunderany claim under this Section 9.3.

Indemnification Procedures. In the event that any claim for which After receipt by a Party providing party entitled to indemnification (“indemnified party”) under this Article IX of notice of the "Indemnifying Party") would commencement of any action, if a claim in respect thereof is to be liable made by the indemnified party against any person obligated to provide indemnification under this Article IX (“indemnifying party”), such indemnified party will notify the indemnifying party in writing of the commencement thereof as soon as practicable thereafter, provided that the omission to so notify the indemnifying party will not relieve it from any liability under this Article IX, except to the other Party (extent that the "omission results in a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In any action against an Indemnified Party") , the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action and any others the Indemnifying Party may designate is asserted against or sought such proceeding. After notice from the Indemnifying Party to be collected by any third personthe Indemnified Party of the election to assume the defense, the Indemnified Party shall promptly notify bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall will not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability liable to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file under this Agreement for any motion, answer legal or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided however, that if the Indemnified Party receives an opinion of counsel, reasonably satisfactory to the Indemnifying Party, stating that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnified Party may retain separate counsel, the cost of which will be paid by the Indemnifying Party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such defenseconsent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be conclusively deemed entitled to be the liability benefits of the Indemnifying Party hereunderindemnification contained in this Article IX. The indemnification provisions contained in this Article IX shall survive any termination of this Agreement.

Indemnification Procedures. In the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Company Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount provide Licensee with notice of the estimated amount thereof applicable claim; provided that the failure of the Company Indemnified Party to undertake such actions shall not relieve Licensee of any obligation it may have to defend or indemnify, except and only to the extent then feasible (which estimate shall not be conclusive of the final amount that such Licensee’s ability to fulfill such obligation has been actually and materially prejudiced thereby. If Licensee, within a reasonable time after receipt of such claim) (notice, should fail to assume full responsibility for the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Company Indemnified Party shall have the right right, but not the obligation obligation, to defend against such claimundertake the defense of, and to compromise or settle, the amount claim on behalf, for the account, and at the risk of, Licensee. Licensee shall permit the Company Indemnified Party to participate in its own defense with its own counsel at its own expense. If the Company Indemnified Party elects to participate in its own defense, Licensee shall agree to consider in good faith the views of the Company Indemnified Party and its counsel and to keep the Company Indemnified Party and its counsel reasonably informed of the progress of the defense, litigation, arbitration, or settlement discussions relating to such claims, subject to a joint-defense agreement between the Company Indemnified Party and Licensee. Licensee shall not settle or compromise any resulting Losses claims against a Company Indemnified Party without the Company Indemnified Party’s prior written consent (includingwhich consent shall not be unreasonably withheld or delayed), without limitationunless such settlement or compromise: (a) includes an unconditional release of the Company Indemnified Party from all liability arising out of such claims; (b) is solely monetary in nature; and (c) does not include remedial or equitable measures or relief (including any injunction), court costs and attorneys' fees) incurred a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of, the Company Indemnified Party or otherwise materially adversely affect the Company Indemnified Party. Licensee shall not be responsible for any settlement made by the Company Indemnified Party in connection with without such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderLicensee’s written permission.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to this Section, such person (the "Indemnifying Party") would be liable to the other Party (the "an “Indemnified Party"”) is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof its obligations hereunder except to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability and only to the Indemnified Party hereunder with respect to such claim, and (iiextent that) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled or prosecuted to a final conclusion, in at the expense of such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If unless (i) the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, and the Indemnified Party shall have mutually agreed to the right but not retention of such counsel or (ii) in the obligation to defend against reasonable judgment of such claim, and the amount Indemnified Party representation of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred both parties by the Indemnified same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such defenseIndemnified Parties (including in the case of Lender, all of its officers, directors and controlling persons) and that all such fees and expenses shall be conclusively deemed reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the liability of plaintiff, the Indemnifying Party hereundershall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Indemnification Procedures. (a) In the event that any claim for which an Indemnified Party becomes aware of a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted Claim against or sought to be collected incurred by any third person, it that the Indemnified Party reasonably believes is covered by the provisions of this Article XVII, written notice shall be given promptly notify by the Indemnified Party to the Indemnifying Party of such claim, specifying containing detail reasonably sufficient for the Indemnifying Party to identify the nature of such claim and the amount basis of the estimated amount thereof Claim. Provided that the Indemnifying Party admits in writing to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Indemnified Party shall have within thirty (30) days from its after receipt of the Indemnity Claim Notice such notice (the "“Indemnity Notice Period"Acceptance Date”) to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies is responsible for indemnifying the Indemnified Party within for such Claim in accordance with the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claimprovisions of this Article XVII, then the Indemnifying Party shall have the right to contest and defend by all appropriate legal proceedings such claim by appropriate proceedingsClaim and to control the contest and defense and all settlements of such Claim (provided, which proceedings shall be promptly settled or prosecuted to a final conclusionhowever, in such a manner as to avoid any risk that the Indemnifying Party will not, without the prior written consent of the Indemnified Party becoming subject to liability. If Party, enter into any settlement that would restrict or impose future conditions on the Indemnified Party desires or its operations or would create an obligation or liability (other than for the payment of money) on the Indemnified Party’s part) and to select lead counsel reasonably satisfactory to the Indemnified Party to defend any and all such Claims at the sole cost and expense of the Indemnifying Party; provided, however, that the Indemnifying Party must conduct the defense of the claim actively and diligently thereafter in order to preserve its rights in this regard. The Indemnified Party may select counsel to participate in, but not control, with the Indemnifying Party’s counsel in any such defense or settlementdefense, it may do so at in which event the Indemnified Party’s counsel shall be its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable; provided, whether by not giving timely notice as provided above or otherwisehowever, that if the Indemnified Party shall have been advised in good faith in writing by its counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the right but not Indemnifying Party, or that there may be a conflict of interest between the obligation to defend against such claim, Indemnifying Party and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with the conduct of the defense of such Claim, the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party and the Indemnified Party and the Indemnifying Party shall share control of the defense, shall be conclusively deemed compromise and/or settlement of such Claim. Further, if the Indemnifying Party does not admit in writing to be the liability Indemnified Party on or prior to the Indemnity Acceptance Date that the Indemnifying Party is responsible for indemnifying the Indemnified Party for such Claim in accordance with the provisions of this Article XVII, the Indemnified Party may assume the investigation and defense of such Claim, including employing legal counsel of its choice, at the Indemnifying Party’s expense; provided, however, that the Indemnified Party will not, without the prior written consent of the Indemnifying Party, enter into any settlement that would restrict or impose future conditions on the Indemnifying Party hereunderor its operations or would create any obligation or liability (other than for the payment of money) on the Indemnifying Party’s part. In connection with any such Claim, or the defense or contesting thereof, the Parties shall reasonably cooperate with each other and their respective legal counsel and provide access to relevant books and records in their possession.

Indemnification Procedures. In the event that Whenever any claim shall arise for which a Party providing indemnification hereunder, the party entitled to indemnification (the "Indemnifying “Indemnified Party"”) would be liable shall promptly provide written notice of such claim to the other Party party (the "Indemnified “Indemnifying Party") is asserted against or sought ”). The failure to be collected by any third persongive such prompt written notice shall not, the Indemnified Party shall promptly notify however, relieve the Indemnifying Party of such claimits indemnification obligations, specifying the nature of such claim except and the amount of the estimated amount thereof only to the extent then feasible that (which estimate shall not be conclusive of i) the final amount Indemnifying Party forfeits rights or defenses by reason of such claimfailure or (ii) (the "Indemnity Claim Notice"). The Indemnifying Party such failure or delay shall have thirty adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any Third-Party Claim (30as defined herein) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify for which the Indemnified Party is entitled to indemnification hereunder. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement (i) whether or not it disputes its liability to a “Third-Party Claim”), the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desiresIndemnifying Party, at its sole cost and expense, expense and upon written notice to defend the Indemnified Party, may assume the defense of any such Third-Party against such claim; provided however, that Claim with counsel reasonably satisfactory to the Indemnified Party is hereby authorized prior to Party, which shall include Loeb & Loeb LLP and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsNorton Rxxx Xxxxxxxxx US LLP. In the event that the Indemnifying Party notifies the The Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires entitled to participate in, but not control, in the defense of any such defense or settlementAction, it may do so with its counsel and at its own cost and expense. If the Indemnifying Party elects does not to defend against assume the defense of any such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseAction, the Indemnified Party may, but shall have the right but not the obligation to be obligated to, defend against such claimThird-Party Claim in such manner as it may deem appropriate, and the amount of any resulting Losses (including, without limitationbut not limited to, court costs settling such Third-Party Claim, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and attorneys' fees) incurred no action taken by the Indemnified Party in connection accordance with such defense, defense and settlement shall be conclusively deemed to be the liability of relieve the Indemnifying Party hereunderof its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Third-Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. In the event that any claim for which a Party providing With respect to each indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personincluded in this Agreement, the Indemnified following provisions shall be applicable. The indemnified Party shall promptly notify the Indemnifying indemnifying Party in writing of such claim, specifying the nature of such claim any Claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying indemnifying Party shall have the right to defend such claim by appropriate proceedingsassume the investigation and defense thereof, which proceedings including the employment of counsel, and shall be promptly settled or prosecuted obligated to a final conclusion, in such a manner as to avoid any risk of pay the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiserelated counsel fees; provided, the Indemnified indemnified Party shall have the right but not to employ separate counsel and participate in the obligation defense of any Claim; however, the fees of such counsel shall be paid by the indemnified Party unless the employment of such counsel has been consented to defend against such claimin writing by the indemnifying Party or the indemnifying Party has failed to assume the defense and employ counsel in a timely manner; provided further, if the named parties to any Claim include both Parties, and the amount indemnified Party shall have been advised by counsel that there may be a legal defense available to it which is different from those available to the indemnifying Party, the indemnified Party may elect to employ separate counsel at the expense of the indemnifying Party, in which case the indemnifying Party shall pay all fees of such counsel and shall not have the right to assume the defense of the Claim on behalf of the indemnified Party. The Parties shall use reasonable efforts to cooperate in the defense of any resulting Losses (includingClaim. The indemnifying Party shall not be liable for any settlement of a Claim without its express written consent thereto. The indemnified Party shall reimburse the indemnifying Party for payments made or costs incurred in respect of an indemnity with the proceeds of any judgment, without limitationinsurance, court costs and attorneys' fees) incurred bond, surety or other recovery made with respect to an event covered by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderindemnity.

Indemnification Procedures. In the event that any claim for which a Party providing indemnification (the "Indemnifying “Indemnified Party"”) would be liable to seeks indemnification under Section 14.1 or 14.2, it shall inform the other Party (the "“Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 14.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party", and shall cooperate as requested (at the expense of the Indemnifying Party) is asserted against or sought to be collected by any third personin the defense of the claim. If the Indemnifying Party does not assume control of such defense within [***] days after receiving notice of the claim from the Indemnified Party, the Indemnified Party shall promptly notify control such defense and, without limiting the Indemnifying Party of such claimParty’s indemnification obligations, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of reimburse the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate infor all costs, but not controlincluding reasonable attorney fees, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection defending itself within [***] days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such defenseaction, shall be conclusively deemed to be suit, proceeding or claim without the liability prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party hereundershall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Party. If the Parties cannot agree as to the application of Section 14.1 or 14.2 to any claim, pending resolution of the dispute pursuant to Article 15, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 14.1 or 14.2, as applicable, upon resolution of the underlying claim.

Indemnification Procedures. In Promptly after receipt by an indemnified party under Sections 8.2 or 8.3 of notice of the event commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under Sections 8.2 or 8.3, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability that it may have to any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable indemnified party under Sections 8.2 or 8.3, except to the other Party extent that it has been prejudiced in any material respect, or from any liability that it may have, otherwise than under Sections 8.2 or 8.3. The indemnifying party shall assume the defense of any such claim (provided, however, that counsel to the "Indemnified Party"indemnifying party shall not (except with the consent of the indemnified party) is asserted also be counsel to the indemnified party) and pay all expenses in connection therewith, including attorneys’ fees, and promptly pay, discharge, and satisfy any judgment or decree that may be entered against it or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party indemnified party in respect of such claim, specifying . The indemnifying party shall follow any reasonable written instructions received from the nature indemnified party in connection with such claim. The provisions of such claim and Sections 8.2 or 8.3 shall survive for five (5) years following termination of this Addendum. The Seller shall provide the amount of Mortgagor Litigation Reports set forth in the estimated amount thereof related Formatted Servicing Report regarding legal action(s) by individual Mortgagor(s) relating to the extent then feasible (which estimate Mortgage Loans and against the Seller or any Purchaser, it being understood that the Seller may combine such reports with the reports required to be delivered under Section 8.4 of any NRZ Subservicing Agreement and delivery thereunder shall not be conclusive deemed to constitute delivery hereunder. With respect to any third party claim subject to indemnification under this Addendum, the indemnified party agrees to reasonably cooperate and cause its Affiliates to reasonably cooperate in good faith with the indemnifying party in connection with the defense of the final amount of any such claim) (the "Indemnity Claim Notice"). The Indemnifying Party indemnifying party shall have pay the indemnified party any non-disputed Losses within thirty (30) days from its of the indemnifying party’s receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder an invoice therefor, together with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderreasonable supporting documentation.

Indemnification Procedures. In the event that any claim for which [1] The LRA shall provide a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim written and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) reasonably detailed notice (the "Indemnity Claim Notice"). The Indemnifying Party shall have ) to UDLP promptly and no later than thirty (30) days after first learning of facts or circumstances which could reasonably be anticipated to provide the basis of a claim for indemnification (the "Indemnity Claim"), provided that an untimely Indemnity Notice shall not bar an Indemnity Claim but shall reduce the UDLP's liability to the extent the delay increases the amount or magnitude of the Indemnity Claim or to the extent that UDLP's ability to defend the Indemnity Claim is prejudiced thereby. [2] UDLP shall have the right to control the defense, response, proceedings, and any settlement for an Indemnity Claim which arises from a claim or demand by third party (a "Thirty Party Claim"). No later than ten (10) days after its receipt of the Indemnity Claim Notice (the "Indemnity Notice PeriodElection Date") to ), UDLP shall notify the Indemnified Party (i) LRA whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, UDLP elects to defend the Indemnified LRA against the Third Party against such claim; provided howeverClaim. During said ten (10) day period, that the Indemnified Party is hereby authorized prior to and during LRA may file at UDLP's expense any pleading the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem LRA reasonably deems necessary or appropriate to protect its interests. In the event , provided that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it such pleading does not dispute such liability and desires result in an adverse final conclusion of the Third Party Claim or prejudice UDLP's ability to defend against such claimthe Third Party Claim. [3] If UDLP elects by the Election Date to control the defense, response, proceedings, and any settlement for any Third Party Claim, then the Indemnifying Party [a] UDLP shall diligently pursue a final conclusion as it determines to be appropriate. [b] The LRA shall have the right to defend such claim by appropriate proceedingsmonitor and participate in the defense of the Third Party Claim at its expense; and [c] UDLP and the LRA shall cooperate reasonably, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner including as to avoid any risk contested claims, counterclaims, availability of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost witnesses and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderdocuments.

Indemnification Procedures. In Promptly after receipt by a party seeking indemnification under this Section 9 (an "Indemnitee") of notice of any pending or threatened Claim against it, such Indemnitee shall give written notice thereof to the event that any claim for which a Party providing from whom the Indemnitee is entitled to seek indemnification pursuant to this Section 9 (the "Indemnifying Party") would be liable ); provided that the failure so to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party shall not relieve it of such claimany liability that it may have to any Indemnitee hereunder, specifying the nature of such claim and the amount of the estimated amount thereof except to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice")Indemnifying Party demonstrates that it is materially prejudiced thereby. The Indemnifying Party shall have thirty be entitled to participate in the defense of such Claim and, to the extent that it elects within seven (307) days from of its receipt of notice of the Indemnity Claim Notice from the Indemnitee, to assume control of the defense of such Claim (the "Indemnity Notice Period") to notify the Indemnified Party unless (i) whether or not it disputes its liability to the Indemnified Indemnifying Party hereunder with respect is also a party to such claimproceeding and the Indemnifying Party has asserted a cross claim against the Indemnitee or a court has otherwise determined that such that joint representation would be inappropriate, and or (ii) if it does not dispute such liability, whether or not it desires, at the Indemnifying Party fails to provide reasonable assurance to the Indemnitee of its sole cost and expense, financial capacity to defend the Indemnified Party against Indemnitee in such claim; provided howeverProceeding) with counsel reasonably satisfactory to the Indemnitee and, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that after notice from the Indemnifying Party notifies to the Indemnified Party within Indemnitee of its election to assume the Indemnity Notice Period that it does not dispute defense of such liability and desires to defend against such claimClaim, then the Indemnifying Party shall have not, as long as it diligently conducts such defense, be liable to the right to defend such claim Indemnitee for any Litigation Costs subsequently incurred by appropriate proceedings, which proceedings the Indemnitee. The Indemnitee shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If provide the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of information and assistance as the Indemnifying Party hereundermay reasonably request with regard to the Claim. No compromise or settlement of any Claim may be effected by the Indemnifying Party without the Indemnitee's written consent, which consent shall not be unreasonably withheld or delayed, unless (a) there is no finding or admission of any violation of Law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, (b) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (c) the Indemnitee's rights under this Agreement are not restricted by such compromise or settlement.

Indemnification Procedures. In With respect to any claims to which the event that indemnification provisions of this Agreement apply, the Parties shall comply with the following procedures. Promptly after receipt of notice by any entity entitled to indemnification under this Agreement of the commencement or threatened commencement of any claim for in respect of which a party entitled to be indemnified hereunder (each an "Indemnified Party") will seek indemnification under this Agreement, the Indemnified Party providing indemnification shall notify the party obligated to indemnify the Indemnified Party (the "Indemnifying Party") would be liable of such claim in writing. Failure to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Agreement except to the extent that it can demonstrate that its rights have been prejudiced as a result of such failure. Provided that the Indemnifying Party promptly and appropriately performs its indemnification obligations hereunder, the Indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim, specifying . The Indemnified Party shall provide reasonable cooperation (at the nature of such claim Indemnifying Party's expense) and full authority to defend or settle the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice")Claim. The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify keep the Indemnified Party (i) whether fully informed concerning the status of any litigation, negotiations or not it disputes its liability to the settlements of any such Claim. The Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desiresshall be entitled, at its sole cost and own expense, to defend the Indemnified Party against participate in any such claim; provided howeverlitigation, that the Indemnified Party is hereby authorized prior to negotiations and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect settlements with counsel of its interestsown choosing. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the The Indemnifying Party shall not have the right to defend settle any Claim if such claim by appropriate proceedingssettlement arises from or is part of any criminal action or proceeding, which proceedings shall be promptly settled or prosecuted to contains a final conclusionstipulation to, or an admission or acknowledgement of, any wrongdoing (whether in such a manner as to avoid any risk tort or otherwise) on the part of the Indemnified Party becoming subject to liability. If the without prior written consent of such Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderParty.

Indemnification Procedures. In The obligations to indemnify and defend set forth in Sections 11.4 and 11.5 shall be contingent upon the event that any claim for which a Party providing seeking indemnification (the "Indemnifying Party"“Indemnitee”): (a) would be liable to notifying the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying indemnifying Party of such a claim, specifying demand or suit within fifteen (15) Business Days of receipt of same (provided, however, that an Indemnitee’s failure or delay in providing such notice shall not relieve the nature indemnifying Party of such claim and the amount of the estimated amount thereof its indemnification obligation except to the extent then feasible the indemnifying Party is prejudiced thereby), (which estimate shall not be conclusive b) allowing the indemnifying Party and/or its insurers the right to assume direction and control of the final amount defense of any such Claim, (c) using diligent efforts to cooperate with the indemnifying Party and/or its insurers in the defense of such claim) (Claim at the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claimindemnifying Party’s expense, and (iid) if it does agreeing not dispute to settle or compromise any Claim without prior written authorization of the indemnifying Party. Indemnitee shall have the right to participate in the defense of any such liability, whether or not it desiresClaim referred to in this Section 11.6 utilizing attorneys of its choice, at its sole cost and own expense; provided, to defend the Indemnified Party against such claim; provided however, that the Indemnified indemnifying Party is hereby authorized prior shall have full authority and control to and during the Indemnity Notice Period to file handle any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestssuch Claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying The indemnifying Party shall have the right to defend settle or compromise any action or otherwise seek to terminate any pending or threatened action for which indemnity may be sought hereunder (whether or not any indemnified Party is a party thereto); provided, that such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost compromise or termination includes an unconditional release of and expenseno admission of liability by each indemnified Party from all liability in respect of such Claim. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Indemnification Procedures. In Promptly after receipt by an Indemnified Person of notice of the event that commencement of any claim claim, challenge, litigation, investigation or proceeding for which such Indemnified Person is indemnified pursuant to Section 7.1 (an “Indemnified Claim”), such Indemnified Person will, if a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") claim is asserted against or sought to be collected by any third personmade hereunder against the Indemnifying Party in respect thereof, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount in writing of the estimated amount thereof commencement thereof; provided, that (a) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have hereunder except to the extent then feasible it has been materially prejudiced by such failure and (which estimate b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to such Indemnified Person otherwise than on account of this Article VII. In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, at its election by providing written notice to such Indemnified Person, the Indemnifying Party will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election to so assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be conclusive liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or participation therein (other than reasonable costs of the final amount of such claiminvestigation) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party unless (i) whether or not it disputes its liability such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the Indemnified Party hereunder with respect to such claimimmediately preceding sentence (it being understood, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party is hereby authorized prior shall not have employed counsel reasonably acceptable to and during such Indemnified Person to represent such Indemnified Person within a reasonable time after the Indemnity Notice Period to file any motionIndemnifying Party has received notice of commencement of the Indemnified Claims from, answer or other pleadingdelivered on behalf of, submission or document which it shall deem necessary or appropriate to protect its interests. In the event Indemnified Person, (iii) after the Indemnifying Party assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires has failed or is failing to defend against such claimclaim and provides written notice of such determination and the basis for such determination, then and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, or (iv) the Indemnifying Party shall have authorized in writing the right employment of counsel for such Indemnified Person. Notwithstanding anything herein to defend such claim by appropriate proceedingsthe contrary, which proceedings the Company Parties shall have sole control over any Tax controversy or Tax audit and shall be promptly settled or prosecuted permitted to a final conclusion, in such a manner as to avoid settle any risk liability for Taxes of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderDebtors.

Indemnification Procedures. (a) In the event that case of any claim for which -------------------------- asserted by a Party providing third party against a party entitled to indemnification (the "Indemnifying Party") would be liable to the other Party under this Agreement (the "Indemnified Party") is asserted against or sought ), notice shall be given by the Indemnified ----------------- Party to MJD promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be collected by any third personsought, and the Indemnified Party shall promptly notify permit MJD (at MJD's expense) to assume the Indemnifying Party defense of such claimany claim or any litigation resulting therefrom, specifying provided that (i) the nature counsel for MJD who shall - conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such -- defense at such Indemnified Party's expense, and (iii) the amount omission by any --- Indemnified Party to give notice as provided herein shall not relieve MJD of the estimated amount thereof its indemnification obligation under this Agreement except to the extent then feasible (which estimate that such omission results in a failure of actual notice to MJD and MJD is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, MJD, in the defense of any such claim or litigation, shall not be conclusive consent to entry of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify any judgment or order, interim or otherwise, or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party (i) whether or that does not it disputes its liability include as an unconditional term thereof the giving by each claimant or plaintiff to the such Indemnified Party hereunder of a release from all liability with respect to such claim, and (ii) if it does not dispute such liability, whether claim or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestslitigation. In the event that the Indemnifying Indemnified Party notifies shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by MJD might be expected to affect adversely the Indemnified Party's tax liability or the ability of the Company or any of the Subsidiaries to conduct its business, or that the Indemnified Party within the Indemnity Notice Period may have available to it one or more defenses or counterclaims that it does not dispute such liability and desires are inconsistent with one or more of those that may be available to defend against such claim, then the Indemnifying Party shall have the right to defend MJD in respect of such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiselitigation relating thereto, the Indemnified Party shall have the right but at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of MJD, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the obligation written consent of MJD, such consent not to be unreasonably withheld. In the event that MJD does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claimclaim or demand and shall be entitled to settle or agree to pay in full such claim or demand. Notwithstanding the foregoing, MJD shall still provide indemnification to the Indemnified Party. In any event, MJD and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party shall cooperate in connection the defense of any claim or litigation subject to this Section 11.2(a) and the records of each shall be available to the other with respect to such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunder.

Indemnification Procedures. Promptly after receipt by an indemnified party under Section ‎7(a) or ‎7(b) hereof of written notice of the commencement of any action or threat thereof, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section ‎7, notify such indemnifying party in writing of the commencement of such action or threat; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party other than under the indemnification provisions of or contemplated by Section ‎7(a) or ‎7(b) hereof and unless and to the extent such indemnifying party is materially prejudiced by such failure. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the event commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any claim for which a Party providing indemnification (other indemnifying party similarly notified, to assume the "Indemnifying Party") would defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other Party than reasonable costs of investigation; provided, that if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the "Indemnified Party"indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) is asserted such action seeks an injunction or equitable relief against any indemnified party or sought to be collected by any third personinvolves actual or alleged criminal activity, the Indemnified Party indemnifying party shall promptly notify not have the Indemnifying Party right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate it shall not be conclusive obligated to pay the fees and expenses of the final amount of more than one counsel for all parties indemnified by such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party. Such indemnifying party shall not enter into any settlement with a party unless such settlement (i) includes an unconditional release of each indemnified party with respect to any and all claims against each indemnified party and (ii) if it does not dispute such liabilityinclude a statement as to or an admission of fault, whether culpability or a failure to act by or on behalf of any indemnified party or commit any indemnified party to take or refrain from taking any action. An indemnified party shall not it desires, at its sole cost and expense, to defend enter into any settlement without the Indemnified Party against such claim; provided however, that consent of the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedingsindemnifying party, which proceedings consent shall not be promptly settled unreasonably withheld or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderdelayed.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to this Section 6, such person (the "Indemnifying Party") would be liable to the other Party (the "an “Indemnified Party"”) is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof its obligations hereunder except to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability and only to the Indemnified Party hereunder with respect to such claim, and (iiextent that) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled or prosecuted to a final conclusion, in at the expense of such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If unless (a) the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, and the Indemnified Party shall have mutually agreed to the right but not retention of such counsel or (b) in the obligation to defend against reasonable judgment of such claim, and the amount Indemnified Party representation of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred both parties by the Indemnified same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such defenseIndemnified Parties (including in the case of Buyer, all of its officers, directors and controlling persons) and that all such fees and expenses shall be conclusively deemed reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the liability of plaintiff, the Indemnifying Party hereundershall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Indemnification Procedures. (a) In the event that any Action is threatened or commenced by a Third Party involving a claim for which a Party providing indemnification party may be required to provide indemnity (the "an “Indemnifying Party"”) would be liable to the any other Party party (the "an “Indemnified Party"”) is asserted against or sought to be collected by any third personhereunder (an “Asserted Liability”), the Indemnified Party promptly shall promptly notify the Indemnifying Party of such claim, specifying Asserted Liability in a writing that (i) describes such Asserted Liability in reasonable detail (including the nature of such facts underlying each particular claim and an identification of particular sections of this Agreement pursuant to which indemnification is being sought); (ii) attaches copies of any material written evidence upon which such Asserted Liability is based (provided that to the amount of extent such written evidence is not reasonably available at such time, the Indemnified Party shall so indicate, and shall promptly provide such evidence when it becomes available); and (iii) sets forth, to the extent possible, the estimated amount thereof of Losses for which the Indemnified Party may be liable (the “Claim Notice”); provided that no delay or failure on the part of the Indemnified Party in giving any Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent then feasible (which estimate shall not be conclusive of that the final amount of Indemnifying Party is materially prejudiced by such claim) (the "Indemnity Claim Notice")delay or failure. The Indemnifying Party shall have thirty forty-five (3045) days from its receipt of the Indemnity a Claim Notice (the "Indemnity “Notice Period"”) to notify the Indemnified Party whether the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense and by counsel of its own choosing, to assume and control the defense of an Asserted Liability. If the Indemnifying Party undertakes to assume and control the defense of an Asserted Liability, (i) whether or not it disputes its liability to the Indemnified Indemnifying Party hereunder with respect to shall defend against such claim, Asserted Liability and (ii) if it does not dispute such liabilitythe Indemnifying Party shall not, whether or not it desires, at its sole cost and expense, to defend without the prior written consent of the Indemnified Party against such claim; provided however(which consent shall not be unreasonably withheld, conditioned or delayed), consent to any settlement that (A) does not contain a full release of the Indemnified Party is hereby authorized prior to and during from the Indemnity Notice Period to file any motionsubject matter of the settlement, answer (B) requires an express admission of wrongdoing by the Indemnified Party or (C) provides for injunctive or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In non-monetary relief affecting the event Indemnified Party; provided that the Indemnifying Party notifies shall not be entitled to assume the defense of an Asserted Liability and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party within if (1) such Asserted Liability relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (2) the Indemnity Notice Period primary objective of such Asserted Liability is to seek injunctive or other equitable relief against the Indemnified Party, (3) the Indemnified Party’s potential Losses in excess of the Cap are reasonably expected to significantly exceed the Indemnifying Party’s potential indemnification obligations hereunder, (4) the Indemnifying Party does not agree in writing that it does not dispute would be obligated to pay all Losses arising from or related to such liability Asserted Liability if such claim was valid and desires indemnifiable, or (5) such Asserted Liability relates to defend against such claiman alleged violation of Environmental Laws that would reasonably be expected to materially affect the Indemnified Party’s then current business, then operations or real property; provided, further, that the Indemnifying Party shall have the right to defend retain its own counsel (but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled or prosecuted to a final conclusion, at the expense of the Indemnifying Party) and participate in the defense of such a manner as to avoid any risk of Asserted Liability and the Indemnified Party becoming subject shall not consent to liabilityany settlement of such Asserted Liability without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). If the Indemnifying Party undertakes to assume and control the defense of an Asserted Liability, the Indemnified Party desires shall cooperate fully with the Indemnifying Party and its counsel in the investigation, defense and settlement thereof, including (x) procuring potential witnesses and witness statements, (y) promptly furnishing documentary evidence to the extent available to it or its Affiliates and (z) providing access to any other relevant party, including any Representatives of the parties as reasonably needed, to ensure the proper and adequate defense of an Asserted Liability. The Indemnified Party may participate in, but not control, any such defense or settlement, it may do so proceeding with counsel of the Indemnified Party’s choice at its own cost and the Indemnified Party’s expense. If Notwithstanding the Indemnifying Party elects not to defend against such claim for which it is liableforegoing, whether by not giving timely notice as provided above or otherwisein any event, the Indemnified Party shall have the right but not to settle any Asserted Liability that the obligation Indemnifying Party shall have undertaken to defend against such claim, and defend; provided that in the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by event that the Indemnified Party in connection with such defenseexercises its right to settle an Asserted Liability, shall be conclusively deemed then the Indemnified Party irrevocably and unconditionally waives any right to be the liability of indemnification by the Indemnifying Party hereunderwith respect to the Asserted Liability; provided, further that the Indemnified Party unconditionally releases the Indemnifying Party from any and all liabilities as part of any such settlement.

Indemnification Procedures. In (a) Promptly after the event receipt by any Indemnified Party of a notice of any Third Party Claim that any claim for which a an Indemnified Party providing indemnification (seeks to be indemnified under this Agreement, such Indemnified Party shall give written notice of such Third Party Claim to the "Indemnifying Party") would be liable , stating in reasonable detail the nature and basis of each allegation made in the Third Party Claim and the amount of potential Indemnified Losses with respect to each allegation, to the other extent known, along with copies of the relevant documents received by the Indemnified Party (evidencing the "Third Party Claim and the basis for indemnification sought. Failure of the Indemnified Party") Party to give such notice shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and only to the extent that the Indemnifying Party is asserted against actually prejudiced by such failure or sought to be collected by any third persondelay. Thereafter, the Indemnified Party shall promptly notify deliver to the Indemnifying Party Party, promptly after the Indemnified Party’s receipt thereof, copies of such claim, specifying the nature of such claim all notices and the amount of the estimated amount thereof to the extent then feasible documents (which estimate shall not be conclusive of the final amount of such claimincluding court papers) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify received by the Indemnified Party (i) whether or not it disputes its liability relating to the Indemnified Third Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsClaim. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the The Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk assume the defense of the Indemnified Party becoming subject with respect to liability. If such Third Party Claim upon written notice to the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expensedelivered within [***] ([***]) days after receipt of the particular notice from the Indemnified Party. If So long as the Indemnifying Party elects not has assumed the defense of the Third Party Claim in accordance herewith and notified the Indemnified Party in writing thereof, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, it being understood that the Indemnifying Party shall pay all reasonable costs and expenses of counsel for the Indemnified Party after such time as the Indemnified Party has notified the Indemnifying Party of such Third Party Claim and prior to defend against such claim for which time as the Indemnifying Party has notified the Indemnified Party that it is liablehas assumed the defense of such Third Party Claim, whether by not giving timely notice as provided above or otherwise, (ii) the Indemnified Party shall have the right but not the obligation to defend against such claimfile any papers or, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party other than in connection with such defensea settlement of the Third Party Claim, shall be conclusively deemed consent to be the liability entry of any judgment without the prior written consent of the Indemnifying Party hereunder(not to be unreasonably withheld, conditioned or delayed) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim (other than a judgment or settlement that is solely for money damages and is accompanied by a release of all indemnifiable claims against the Indemnified Party) without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). Whether or not the Indemnifying Party shall have assumed the defense of the Indemnified Party for a Third Party Claim, such Indemnifying Party shall not be obligated to indemnify and hold harmless the Indemnified Party hereunder for any consent to the entry of judgment or settlement entered into with respect to such Third Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification Procedures. In the event that any claim for which a The Party providing indemnification claiming indemnity under this Article 10 (the "“Indemnified Party”) shall give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party"”) would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have in no event later than thirty (30) days from its receipt after learning of the Indemnity a written Claim Notice (the "Indemnity Notice Period") to notify the “Indemnified Claim”). Failure by an Indemnified Party to give notice of an Indemnified Claim within thirty (i30) whether or days of receiving a writing reflecting such Claim shall not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that relieve the Indemnifying Party notifies of its indemnification obligations hereunder [***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Indemnified Securities and Exchange Commission. except and solely to the extent that such Indemnifying Party within the Indemnity Notice Period that it does not dispute is actually prejudiced as a result of such liability and desires failure to defend against give such claim, then the notice. The Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk assume the conduct and defense of the Indemnified claim with counsel of its choice. The Indemnified Party becoming subject to liability. If shall provide the Indemnifying Party with reasonable assistance in connection with the defense of the Indemnified Claim. The Indemnified Party desires to participate in, but not control, any may monitor such defense or settlement, it may do so with counsel of its own choosing at its own cost and sole expense. The Indemnifying Party may not settle the Indemnified Claim without the prior written consent of the Indemnified Party, such consent shall not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party elects does not to defend against such claim for which it is liable, whether by not giving timely notice assume and conduct the defense of the Indemnified Claim as provided above or otherwise, above: (a) the Indemnified Party shall have may assume and conduct the right but not defense of the obligation to defend against such claim, and Indemnified claim at the amount of any resulting Losses Indemnifying Party’s expense; (including, without limitation, court costs and attorneys' feesb) incurred by the Indemnified Party may consent to the entry of any judgment or enter into any settlement with respect to the Indemnified Claim in connection with such defenseany manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, shall be conclusively deemed to be the liability of or obtain any consent from, the Indemnifying Party hereunderin connection therewith); and (c) the Indemnifying Party will remain responsible to indemnify the Indemnified Party for Losses as provided in this Article 10.

Indemnification Procedures. In If any action or claim shall be brought against any Distributor Indemnified Party or Trust Indemnified Party (any such party, an "INDEMNIFIED PARTY" and collectively, the event that any claim for "INDEMNIFIED PARTIES"), in respect of which a Party providing indemnification indemnity may be sought against the other party hereto (the "Indemnifying PartyINDEMNIFYING PARTY") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person), the such Indemnified Party shall promptly notify the Indemnifying Party of such claimin writing, specifying the nature of such claim and the amount Indemnifying Party shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses; but the estimated amount thereof omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to any indemnified party except to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the has been materially prejudiced by such failure. Any Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend employ separate counsel in any such claim by appropriate proceedingsaction and participate in the defense thereof, which proceedings but the fees and expenses of such counsel shall be promptly settled at the expense of such Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed to assume the defense and employ counsel, or prosecuted (iii) the named parties to any such action (including any impleaded party) included such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party or which may also result in a final conclusionconflict of interest (in which case if such Indemnified Party notifies the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such a manner as action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Indemnified Parties. The Indemnifying Party shall not, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to avoid the entry of any risk judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party becoming subject from all liability arising out of such action or claim and (ii) does not include a statement as to liabilityor an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party. If the Indemnified The Indemnifying Party desires to participate in, but shall not control, be liable for any settlement of any such defense action effected WITHOUT ITS WRITTEN CONSENT, BUT IF SUCH ACTION IS SETTLED WITH THE WRITTEN CONSENT OF THE INDEMNIFYING PARTY, THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. or settlementif there shall be a final judgment for the plaintiff in any such action and the time for filing all appeals has expired, it may do so at its own cost and expense. If the Indemnifying Party elects not agrees to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the indemnify and hold harmless any Indemnified Party shall have the right but not the obligation to defend from and against any loss or liability by reason of such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability settlement or judgment. The obligations of the Indemnifying Party hereunderunder this SECTION 8 shall be in addition to any liability that the Indemnifying Party may otherwise have.

Indemnification Procedures. In the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personReasonably promptly, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have in each instance within thirty (30) days from its after receipt by a Participant Indemnitee or a Company Indemnitee (collectively, “Indemnitees” and, individually, an “Indemnitee”) of notice of the Indemnity Claim Notice commencement of any action or commencement of a claim which may result in indemnity pursuant to Section 7(a) or (b), such Indemnitee will, if a claim in respect thereof is to be made against the "Indemnity Notice Period"indemnifying party under Section 7(a) to or (b), notify the Indemnified Party (i) whether indemnifying party in writing of the commencement thereof, but any failure or delay in notifying the indemnifying party will not relieve the indemnifying party from any liability which it disputes its may have to any Indemnitee hereunder unless the indemnifying party is materially prejudiced by such delay, in which case such failure shall relieve such indemnifying party of any liability to the Indemnified Party hereunder indemnified parties under this Section 7 to the extent that such failure materially prejudices the indemnifying party’s ability to defend such actions. The indemnifying party shall be entitled to participate in, and, to the extent that it may wish, jointly with respect any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such claimIndemnitee, and (ii) if it does after notice from the indemnifying party to such Indemnitee of its election to assume the defense thereof. Following any such assumption of the defense, the indemnifying party shall not dispute be liable to such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file Indemnitee for any motion, answer legal or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsexpenses subsequently incurred by such Indemnitee in connection with the defense thereof. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party The Indemnitee shall have the right to defend employ one counsel per jurisdiction to represent such claim by appropriate proceedingsIndemnitee in any such action and to participate in the defense thereof, which proceedings but the fees and expenses of such counsel shall be promptly settled or prosecuted to a final conclusionat the expense of the Indemnitee unless, in the reasonable judgment of such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlementIndemnitee, it may do so at its own cost is advisable for such party to be represented by separate counsel because, in the reasonable discretion of separate counsel, separate defenses are available, or because a conflict of interest exists between such Indemnitee and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against indemnifying party in respect of such claim, or because the indemnifying party shall have failed promptly to assume the defense of such action and to reasonably defend such action, and in any such limited event the amount reasonable fees and expenses of such separate counsel shall be paid by the indemnifying party. Notwithstanding the foregoing, if the Company is an Indemnitee, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnitees. No indemnifying party may settle or compromise, or consent to the entry of any resulting Losses judgment with respect to, any claim without the prior written consent of the Indemnitee (includingnot unreasonably withheld, delayed or conditioned), unless such settlement, compromise or judgment includes a full and unconditional release of such Indemnitee from any and all liability in respect of such claim and involves solely the payment of monetary damages. No Indemnitee may settle or compromise, or consent to the entry of any judgment with respect to, any claim without limitationthe prior written consent of the indemnifying party, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed not to be the liability of the Indemnifying Party hereunderunreasonably withheld, conditioned or delayed.

Indemnification Procedures. In the event that Whenever any claim shall arise for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personhereunder, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature provide written notice of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice")Indemnifying Party. The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify Such notice by the Indemnified Party shall: (ia) whether describe the claim in reasonable detail; (b) include copies of all material written evidence thereof; and (c) indicate the estimated amount, if reasonably practicable, of the Loss that has been or not it disputes its liability to may be sustained by the Indemnified Party Party. In connection with any claim giving rise to indemnity hereunder with respect resulting from or arising out of any Action by a Person who is not a party to such claimthis Agreement, and (ii) if it does not dispute such liability, whether or not it desiresthe Indemnifying Party, at its sole cost and expense, expense and upon written notice to defend the Indemnified Party against Party, may assume the defense of any such claim; provided however, that Action with counsel reasonably satisfactory to the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsParty. In the event that the Indemnifying Party notifies the The Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires entitled to participate in, but not control, in the defense of any such defense or settlementAction, it may do so with its counsel and at its own cost and expense, subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects does not to defend against assume the defense of any such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseAction, the Indemnified Party may, but shall have the right but not the obligation to be obligated to, defend against such claimAction in such manner as it may deem appropriate, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred no action taken by the Indemnified Party in connection accordance with such defense, defense and settlement shall be conclusively deemed to be the liability of relieve the Indemnifying Party hereunderof its indemnification obligations herein provided with respect to any damages resulting therefrom. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any claim, including: (i) making available records relating to such claim; and (ii) furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such claim. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Indemnification Procedures. All claims for indemnification under this Agreement shall be asserted and resolved pursuant to this Section 9.07. Any person claiming indemnification hereunder is hereinafter referred to as the “Indemnified Party” and any person against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” In the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is claims are asserted against or sought to be collected from an Indemnified Party by a third party, and a Party wishes to assert a claim for indemnity hereunder such Party shall with reasonable promptness provide to the Indemnifying Party a written notice of the indemnity claim it wishes to assert on behalf of itself or another Indemnified Party, including the specific details of and specific basis under this Agreement for its indemnity claim (a “Claim Notice”). A Party seeking indemnity by an Indemnifying Party hereunder shall provide its Claim Notice promptly after such Party has actual knowledge of the claim for which it seeks indemnification and shall enclose a copy of all papers (if any) served by a third party on the applicable Indemnified Party with respect to the claim; provided that the failure of any third personParty to give notice of a claim as provided in this Section 9.07 shall not relieve the Indemnifying Party of its obligations under this Agreement except to the extent such failure results in insufficient time being available to permit the Indemnifying Party to effectively defend against the claim or otherwise prejudices the Indemnifying Party’s ability to defend against the claim. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claims that the Indemnifying Party elects to contest. Such cooperation shall promptly notify include, without limitation, the retention and provision to the Indemnifying Party of such claim, specifying all records and other information that are reasonably relevant to the nature of such claims at issue. No claim and may be settled or otherwise compromised without the amount prior written consent of the estimated amount thereof to Indemnifying Party. No claim may be settled or compromised by the extent then feasible (which estimate shall not be conclusive Indemnifying Party without the prior written consent of the final amount Indemnified Party unless such settlement or compromise (i) entails a full and unconditional release of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to and any other members of the Indemnified Party hereunder with respect to such claimParty’s group, i.e., all Seller Indemnified Parties or all Buyer Indemnified Parties) without any admission or finding of fault or liability and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend impose on the Indemnified Party against such claim; provided however, any material non-financial obligation or any financial obligation that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that not fully paid by the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderParty.

Indemnification Procedures. Promptly after receipt by an indemnified party under Section 5(k)(i) or 5(k)(ii) of written notice of the commencement of any action or threat thereof, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 5(k), promptly notify such indemnifying party in writing of the commencement of such action or threat; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party unless and to the extent such indemnifying party is materially prejudiced by such failure. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the event commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any claim for which a Party providing indemnification (other indemnifying party similarly notified, to assume the "Indemnifying Party") would defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other Party (than reasonable costs of investigation; provided, that if any indemnified party shall have reasonably concluded, with the "Indemnified Party") is asserted against advice of outside counsel, that there may be one or sought more legal or equitable defenses available to be collected by any third personsuch indemnified party which are additional to or conflict with those available to the indemnifying party, the Indemnified Party indemnifying party shall promptly notify not have the Indemnifying Party right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for that portion of the fees and expenses of any one counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate it shall not be conclusive obligated to pay the fees and expenses of the final amount of more than one counsel for all parties indemnified by such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder indemnifying party with respect to such claim, . Such indemnifying party shall not enter into any settlement with a party unless such settlement (a) includes an unconditional release of each indemnified party with respect to any and all claims against each indemnified party and (iib) if it does not dispute such liabilityinclude a statement as to or an admission of fault, whether culpability or a failure to act by or on behalf of any indemnified party or commit any indemnified party to take or refrain from taking any action. An indemnified party shall not it desires, at its sole cost and expense, to defend enter into any settlement without the Indemnified Party against such claim; provided however, that consent of the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedingsindemnifying party, which proceedings consent shall not be promptly settled unreasonably withheld or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderdelayed.

Indemnification Procedures. In Each person to be indemnified pursuant to this Article 4 (the event that "Indemnified Party") will, promptly after its receipt of written notice of the commencement of any claim for action against such Indemnified Party in respect of which a Party providing indemnification indemnity may be sought from an indemnifying person under this Article 4 (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount in writing of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claimcommencement thereof, and (ii) if it does not dispute such liabilityprovided, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior failure of any person to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it give notice as provided herein shall deem necessary or appropriate to protect its interests. In the event that not relieve the Indemnifying Party notifies of its obligations under this Agreement except to the extent that such Indemnifying Party is actually materially and adversely prejudiced by such failure to give notice. If any such action shall be brought against any Indemnified Party within and it shall notify an Indemnifying Party of the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claimcommencement thereof, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall will be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires entitled to participate intherein and, but not control, any such defense or settlement, to the extent it may do so at its own cost desire, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof with counsel satisfactory to such Indemnified Party, and expense. If after notice from the Indemnifying Party elects to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to defend against such claim Indemnified Party under this Article 4 for which it is liable, whether any legal or other expenses subsequently incurred by not giving timely notice as provided above or otherwise, such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation unless (a) the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by employed counsel in an action in which the Indemnified Party in connection with and Indemnifying Party are both defendants and there is a conflict of interest between such defenseparties that would prevent counsel from adequately representing both parties, (b) the Indemnifying Party shall be conclusively deemed not have employed counsel satisfactory within the exercise of reasonable judgment of the Indemnified Party to be represent the liability Indemnified Party within a reasonable time after the notice of the commencement of the action, or (c) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. The undertaking contained in this Section 4.3 shall be in addition to any liabilities which the Indemnifying Party hereundermay have pursuant to law.

Indemnification Procedures. In (a) Promptly after receipt by an Indemnitee under this Article 9 of notice of the event that commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim for which a Party providing indemnification (the "Indemnifying Party") would in respect thereof is to be liable made against any indemnifying party under this Article 9, deliver to the other Party (indemnifying party a written notice of the "Indemnified Party") is asserted against or sought to be collected by any third personcommencement thereof, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party indemnifying party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not controland, any to the extent the indemnifying party so desires, to assume control of the defense thereof with counsel reasonably satisfactory to such defense or settlementindemnified party; provided, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liablehowever, whether by not giving timely notice as provided above or otherwise, the Indemnified Party that an Indemnitee shall have the right but to retain its own counsel with the fees and expenses of not more than one counsel for all Indemnitees to be paid by the obligation indemnifying party, if, in the reasonable opinion of counsel to defend against the Indemnitee, the representation by such claim, counsel of the Indemnitee and the amount of indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnitee and any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred other party represented by such counsel in such proceeding. Legal counsel for any Indemnitees referred to in the immediately preceding sentence shall be selected by the Indemnified Party Majority Holders. The Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such defense, action or Indemnified Liabilities by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnitee that relates to such action or Indemnified Liabilities. The indemnifying party shall keep the Indemnitee fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be conclusively deemed to be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the liability indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnifying Party Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such Indemnified Liabilities or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnitee under Article 9, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

Indemnification Procedures. In the event that any claim for which a Party providing Any Person seeking indemnification under this Agreement (the "“Indemnified Party”) shall give prompt written notice (a “Notice of Claim”) to such other applicable Persons against whom such claim is asserted (the “Indemnifying Party"”) would be liable to such indemnification claim. Each Notice of Claim shall (i) specify in reasonable detail the other basis for such claim or demand, setting forth the nature of the claim or demand in reasonable detail and (ii) specify in reasonable detail the amount of indemnifiable Losses or a good faith estimate of the potential indemnifiable Losses against which Indemnified Party seeks indemnification in connection with such Notice of Claim (the "Indemnified Party") is asserted against or sought to be collected by any third person, “Quantified Losses”). The failure of the Indemnified Party shall promptly to so notify the Indemnifying Party shall not relieve the Indemnifying Party of such claim, specifying any obligation hereunder except to the nature extent the Indemnifying Party determines that the defense of such claim and or demand is prejudiced by the amount of the estimated amount thereof failure to the extent then feasible (which estimate shall not be conclusive of the final amount of give such claim) (the "Indemnity Claim Notice")notice. The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If through counsel of its own choosing, reasonably satisfactory to the Indemnified Party, any third-party claim or demand set forth in a Notice of Claim giving rise to such claim for indemnification, unless the Indemnified Party has determined in good faith that joint representation would result in an actual conflict of interest between the Indemnifying Party elects not and the Indemnified Party. In the event the Indemnifying Party undertakes to compromise or defend against any such claim for which or demand, it is liableshall promptly (and in any event, whether by not giving timely notice as provided above or otherwise, no later than fifteen (15) days after receipt of the Notice of Claim) notify the Indemnified Party in writing of its intention to do so. The Indemnified Party shall have cooperate with the right but not Indemnifying Party and its counsel in the obligation to defend against defense of such claimthird-party claim or demand; provided, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) that all reasonable out-of-pocket expenses incurred by the Indemnified Party shall be paid by the Indemnifying Party. The Indemnified Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnifying Party, in connection with its defense of any third-party claim hereunder. The Indemnified Party may hire separate counsel and participate in such defense, shall be conclusively deemed to be the liability defense at its own expense. No settlement of a third-party claim or demand defended by the Indemnifying Party hereundershall be made without the written consent of the Indemnified Party, such consent not to be unreasonably withheld. The Indemnifying Party shall not, except with written consent of the Indemnified Party, consent to the entry of a judgment or settlement which does not include as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of an unconditional release from all liability in respect of such third-party claim or demand.

Indemnification Procedures. In Each party entitled to indemnification under this Section 8.07 (the event that any claim for which a Party providing "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") would promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be liable sought, and shall permit the Indemnifying party to assume the other Party (defense of any such claim or any litigation resulting therefrom, provided that counsel for the "Indemnified Indemnifying Party") is asserted against , who shall conduct the defense of such claim or sought to litigation, shall be collected approved by any third person, the Indemnified Party (whose approval shall promptly notify not unreasonably be withheld). The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof its obligations under this Agreement only to the extent then feasible (which estimate that such failure to give notice shall materially prejudice the Indemnifying Party in the defense of any such claim or any such litigation. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that attributes any liability to the Indemnified Party, unless the settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. If any such Indemnified Party shall have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnifying Party shall not be conclusive have the right to assume the defense of such action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the reasonable fees and expenses of any counsel retained by the Indemnified Party, it being understood that the Indemnifying Party shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the final amount same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for each Indemnified Party or controlling person (and all other Indemnified Parties and controlling persons which may be represented without conflict by one counsel), which firm shall be designated in writing by the Indemnified Party (or Indemnified Parties, if more than one Indemnified Party is to be represented by such claimcounsel) (to the "Indemnity Claim Notice")Indemnifying Party. The Indemnifying Party shall have thirty (30) days not be subject to any liability for any settlement made without its consent, which shall not be unreasonably withheld. If the indemnification provided for in this Section 8.07 from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") Indemnifying Party is unavailable to notify the Indemnified Party (i) whether or not it disputes its liability to the an Indemnified Party hereunder with in respect of any losses, claims, damages, labilities or expenses referred to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claimtherein, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusionParty, in lieu of indemnifying such a manner as Indemnified Party, shall contribute to avoid any risk of the amount paid or payable by such Indemnified Party becoming subject as a result of such losses, claims, damages, labilities or expenses in such proportion as is appropriate to liability. If reflect the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability relative fault of the Indemnifying Party hereunderand Indemnified Parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Parties, and the parties, relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8.07 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation).

Indemnification Procedures. In (a) After receipt of the event that any notice of claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected required by any third personSection 2.03, the Indemnified Party shall promptly notify if the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, undertakes to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have be entitled, if it so elects, to take control of the right defense and investigation with respect to defend such claim by appropriate proceedingsand to employ and engage attorneys of its own choice, reasonably acceptable to the Indemnified Party, to handle and defend the same, at the Indemnifying Party's cost, risk and expense, upon written notice to the Indemnified Party of such election, which proceedings notice acknowledges the Indemnifying Party's obligation to provide indemnification hereunder. The Indemnifying Party shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid not settle any risk third-party claim that is the subject of indemnification without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld; provided, however, that the Indemnifying Party becoming subject may settle a claim without the Indemnified Party's consent if such settlement (i) makes no admission or acknowledgement of liability or culpability with respect to liability. If the Indemnified Party, (ii) includes a complete release of the Indemnified Party, and (iii) does not require the Indemnified Party desires to participate inmake any payment or forego or take any action or otherwise materially adversely affect the Indemnified Party. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, but not controltrial and defense of any lawsuit or action with respect to such claim and any appeal arising therefrom (including the filing in the Indemnified Party's name of appropriate cross-claims and counterclaims). The Indemnified Party may, any such defense or settlement, it may do so at its own cost and expense. If , participate in any investigation, trial and defense of such lawsuit or action controlled by the Indemnifying Party elects and any appeal arising therefrom. (b) If, after receipt of a notice of claim pursuant to Section 2.03, the Indemnifying Party does not undertake to defend against any such claim, the Indemnified Party may, but shall have no obligation to, contest any lawsuit or action with respect to such claim for which it and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party (including, without limitation, the settlement thereof without the consent of the Indemnifying Party). If there are one or more legal defenses available to the Indemnified Party that conflict with those available to the Indemnifying Party or there is liable, whether by not giving timely notice as provided above otherwise an actual or otherwisepotential conflict of interest, the Indemnified Party shall have the right but not right, at the obligation expense of the Indemnifying Party, to defend against such claimassume the defense of the lawsuit or action; provided, and the amount of any resulting Losses (includinghowever, without limitation, court costs and attorneys' fees) incurred by that the Indemnified Party in connection with may not settle such defense, shall be conclusively deemed to be lawsuit or action without the liability consent of the Indemnifying Party hereunder.Party, which consent shall not be unreasonably withheld or delayed. 2.05

Indemnification Procedures. In Promptly after receipt by an indemnified party under Sections 8.2 or 8.3 of notice of the event commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under Sections 8.2 or 8.3, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability that it may have to any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable indemnified party under Sections 8.2 or 8.3, except to the other Party extent that it has been prejudiced in any material respect, or from any liability that it may have, otherwise than under Sections 8.2 or 8.3. The indemnifying party shall assume the defense of any such claim (provided, however, that counsel to the "Indemnified Party"indemnifying party shall not (except with the consent of the indemnified party) is asserted also be counsel to the indemnified party) and pay all expenses in connection therewith, including attorneys’ fees, and promptly pay, discharge, and satisfy any judgment or decree that may be entered against it or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party indemnified party in respect of such claim, specifying . The indemnifying party shall follow any reasonable written instructions received from the nature indemnified party in connection with such claim. The provisions of such claim and Sections 8.2 or 8.3 shall survive for five (5) years following termination of this Agreement. The Subservicer shall provide the amount of Mortgagor Litigation Reports set forth in the estimated amount thereof related Formatted Servicing Report regarding legal action(s) by individual Mortgagor(s) relating to the extent then feasible (which estimate shall not be conclusive Mortgage Loans and against the Subservicer or the Owner/Servicer. With respect to any third party claim subject to indemnification under this Agreement, the indemnified party agrees to reasonably cooperate and cause its Affiliates to reasonably cooperate in good faith with the indemnifying party in connection with the defense of the final amount of any such claim) (the "Indemnity Claim Notice"). The Indemnifying Party indemnifying party shall have pay the indemnified party any non-disputed Losses within thirty (30) days from its of the indemnifying party's receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder an invoice therefor, together with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderreasonable supporting documentation.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to this Section 15, such person (the an "Indemnifying INDEMNIFIED Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof its obligations hereunder except to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability and only to the Indemnified Party hereunder with respect to such claim, and (iiextent that) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled or prosecuted to a final conclusion, in at the expense of such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If unless (i) the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, and the Indemnified Party shall have mutually agreed to the right but not retention of such counsel or (ii) in the obligation to defend against reasonable judgment of such claim, and the amount Indemnified Party representation of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred both parties by the Indemnified same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such defenseIndemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be conclusively deemed reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the liability of plaintiff, the Indemnifying Party hereundershall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Indemnification Procedures. In the event that If any claim for which a Party providing party is obligated under Section 11.2 or 11.3 hereof to provide indemnification (the "“Indemnifying Party") would be liable to the other Party (the "Indemnified Party"”) is asserted by any third party against or sought to be collected by from any third personparty indemnified hereunder (“Indemnified Party”), the such Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature in writing of such claim and the amount of or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"such notice to include all relevant correspondence from or with any Taxing authority). The Indemnifying Party shall have thirty (30) days from its after receipt of such notice to assume the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability conduct and control, through counsel reasonably acceptable to the Indemnified Party hereunder with respect to such claimand at the expense of the Indemnifying Party, and (ii) if it does not dispute such liability, whether of the settlement or not it desires, at its sole cost and expense, to defend defense thereof; provided that the Indemnifying Party shall permit the Indemnified Party against to participate in such settlement or defense through counsel chosen by the Indemnified Party so long as the fees and expenses of such counsel are borne by the Indemnified Party. The Indemnified Party shall not pay or settle any such claim during the thirty (30) day period during which the Indemnifying Party is entitled to assume control. So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file may pay or settle any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies such claim if the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires waives its right to defend against indemnification hereunder in respect of such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof or is not eligible to defend against assume such claim for which it is liable, whether by not giving timely notice as provided above or otherwisedefense pursuant to this Section 11.4, the Indemnified Party shall have the right in good faith to contest, pay or settle the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement; provided that, unless the obligation Indemnifying Party did not or was not eligible to defend against such assume the conduct and control of the claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with shall not pay or settle any such defense, shall be conclusively deemed to be claim without the liability prior consent of the Indemnifying Party, unless the Indemnified Party waives its right to indemnification hereunder with respect to such claim. The Indemnifying Party shall not, except with the prior consent of the Indemnified Party, enter into any settlement that does not include as an unconditional term thereof the unconditional release of the Indemnified Party from all liability with respect to the related claim (other than Tax related claims). Notwithstanding the foregoing, with respect to any issue or claim in any Tax audit or administrative or court proceeding pursuant to which the Indemnifying Party may be liable pursuant to this Agreement, the Indemnifying Party shall have the sole right to represent the interests of Newco and any Subsidiary, provided that the Indemnifying Party shall not enter into any settlement of claims that would affect the Tax liability of Azoff Management or any MSG Party or any of their Subsidiaries other than Newco or in respect of Newco for any period after the Closing Date (after giving effect to the Indemnifying Party’s indemnification obligations hereunder).

Indemnification Procedures. In Any Person entitled to indemnification under this Section 8 shall (a) give prompt written notice to the event Parent of any claim with respect to which it is entitled to seek indemnification and (b) permit the Companies to assume the defense of such claim with counsel selected by the Companies and reasonably acceptable to such Person; provided, however, that any claim for which a Party providing Person entitled to indemnification (hereunder shall have the "Indemnifying Party") would be liable right to employ separate counsel and to participate in the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature defense of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount fees and expenses of such claim) (counsel shall be at the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt expense of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party such Person unless (i) whether the Companies have agreed to pay such fees or not it disputes its liability expenses; (ii) the Companies have failed to notify such Person in writing within ten (10) Business Days of their receipt of such written notice to the Indemnified Companies that they will assume the defense of such claim and employ counsel reasonably acceptable to such Person; or (iii) in the reasonable judgment of any such Person a conflict of interest exists between such Person, on the one hand, and any Company Party hereunder or Affiliate thereof, on the other hand, with respect to such claimclaims (in which case, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party Person notifies the Indemnified Party within Companies in writing that such Person elects to employ separate counsel at the Indemnity Notice Period that it does expense of the Companies, the Companies shall not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend assume the defense of such claim by appropriate proceedingson behalf of such Person). Neither the Companies nor any Indemnified Party will be subject to any liability for any settlement made without their consent (but such consent may not be unreasonably withheld). No Indemnified Party may, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk without the consent of the Indemnified Party becoming subject Companies (which consent will not be unreasonably withheld), consent to liability. If the Indemnified Party desires entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against Company Parties of a release from all liability in respect of such claim for which it is liable, whether by not giving timely notice as provided above or otherwiselitigation. Further, the Companies may not, without the consent of the applicable Indemnified Party shall have Parties (which consent will not be unreasonably withheld), consent to the right but not the obligation to defend against such claim, and the amount entry of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party Parties of a release from all liability in connection with respect of such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderclaim or litigation.

Indemnification Procedures. In the event that any claim for which (a) If a Purchaser Indemnified Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "or a Seller Indemnified Party", as applicable, believes (in good faith) that he, she or it is asserted against entitled to indemnification pursuant to Section 10.2 or sought to be collected by any third personSection 10.3, as applicable (an “Indemnified Party”), the Indemnified Party shall promptly notify provide a Notice of Claim to the party obligated to indemnify such Indemnified Party pursuant to this Article X (such notified party, the “Indemnifying Party”) as soon as reasonably practicable, but in any event no more than thirty (30) days after the Indemnified Party becomes actually aware of the circumstances indicating that the Indemnified Party has incurred or could reasonably be expected to incur Losses in respect of which it is entitled to indemnification hereunder; provided, however, that the failure to timely give notice pursuant to this Section 10.4(a) shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such claim. Any such claim for indemnification shall be conclusive against the Indemnifying Party in all respects thirty (30) days after receipt by the Indemnifying Party of such claimNotice of Claim, specifying unless within such period the nature of Indemnifying Party sends the Indemnified Party a notice disputing such claim (a “Notice of Dispute”). Upon receipt of any Notice of Dispute, both the Indemnified Party and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have use commercially reasonable efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liabilityreceiving the Notice of Dispute from the Indemnifying Party. If a mutually acceptable resolution cannot be reached between the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against within such claim for which it is liable, whether by not giving timely notice as provided above or otherwisethirty (30) day period, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereundermay thereupon proceed to pursue any and all available remedies at Law. Notwithstanding anything to the contrary in this Article X, Purchaser shall act on behalf of all Purchaser Indemnified Parties pursuant to this Section 10.4 and Seller shall act on behalf of all Seller Indemnified Parties pursuant to this Section 10.4.

Indemnification Procedures. In Any party entitled to indemnification under this Agreement shall notify promptly the event that indemnifying party in writing of the commencement of any action or proceeding with respect to which a claim for which a Party providing indemnification (may be made hereunder, but the "Indemnifying Party") would be liable failure of any Indemnitee to provide such notice shall not relieve the indemnifying party of its obligations hereunder, except to the other Party (extent the "Indemnified Party") indemnifying party is asserted materially prejudiced thereby and shall not relieve the indemnifying party from any liability which it may have to any Indemnitee otherwise than hereunder. In case any action or proceeding is brought against or sought to be collected by any third personan Indemnitee and it shall notify the indemnifying party of the commencement thereof, the Indemnified Party indemnifying party shall promptly notify be entitled to participate therein and, unless in the Indemnifying Party reasonable opinion of outside counsel to the Indemnitee a conflict of interest between such Indemnitee and the indemnifying party may exist in respect of such claim, specifying to assume the nature of such claim and the amount of the estimated amount defense thereof (alone or jointly with any other indemnifying party similarly notified), to the extent then feasible (which estimate that it chooses, with counsel reasonably satisfactory to such Indemnitee, and after notice from the indemnifying party to such Indemnitee that it so chooses, the indemnifying party shall not be conclusive of liable to such Indemnitee for any legal or other expenses subsequently incurred by such Indemnitee in connection with the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party defense thereof; provided, however, that (i) whether if such Indemnitee who is a defendant in any action or proceeding that is also brought against the indemnifying party shall have reasonably concluded, based on the advice of counsel, that there may be one or more legal defenses available to such Indemnitee which are not it disputes its liability available to the Indemnified Party hereunder with respect to such claimindemnifying party, and or (ii) if it does not dispute representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such liabilitycase, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party Indemnitee shall have the right to defend assume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnitees in each jurisdiction, except to the extent any Indemnitee or Indemnitees reasonably shall have concluded, based on the opinion of counsel, that there may be legal defenses available to such claim party or parties that are not available to the other Indemnitees or to the extent representation of all Indemnitees by appropriate proceedings, which proceedings the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the indemnifying party shall be promptly settled liable for any expenses therefor. No indemnifying party shall, without the written consent of the Indemnitee (which shall not be unreasonably withheld, delayed or prosecuted conditioned), effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or (to the knowledge of the indemnifying party) threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnitee is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the Indemnitee from all liability arising out of such action or claim and (B) does not include a final conclusion, in such a manner statement as to avoid any risk or an admission of the Indemnified Party becoming subject fault, culpability or a failure to liability. If the Indemnified Party desires to participate inact, but not control, any such defense by or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount on behalf of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderIndemnitee.

Indemnification Procedures. In the event that any claim for which a Party providing indemnification Each Indemnitee (the "Indemnifying Party"as defined under Section 10(a)) would be liable shall (i) give prompt written notice to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of any claim with respect to which it seeks indemnification or contribution pursuant to this Agreement (provided, however, that the failure of the Indemnitee to promptly deliver such notice shall not relieve the Indemnifying Party of any liability, except to the extent that the Indemnifying Party is prejudiced in its ability to defend such claim) and (ii) permit such Indemnifying Party, as applicable, to assume the defense of such claim with counsel selected by such Indemnifying Party and reasonably satisfactory to the Indemnitee; provided, however, that any Indemnitee entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, specifying but the nature fees and expenses of such claim and counsel shall be at the amount expense of the estimated amount thereof Indemnitee unless (A) the Indemnifying Party has agreed in writing to pay such fees and expenses, (B) the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty failed to assume the defense of such claim within five (305) days from its receipt of delivery of the Indemnity Claim Notice (written notice of the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder Indemnitee with respect to such claimclaim or failed to employ counsel selected by such Indemnifying Party and reasonably satisfactory to the Indemnitee, or (C) in the reasonable judgment of the Indemnitee, based upon advice of its counsel, a conflict of interest may exist between the Indemnitee and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party with respect to such claims (in which case, if the Indemnitee notifies the Indemnified Indemnifying Party within the Indemnity Notice Period in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim on behalf of the Indemnitee). If the Indemnifying Party assumes the defense of the claim, it shall not be subject to any liability for any settlement or compromise made by the Indemnitee without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). In connection with any settlement negotiated by an Indemnifying Party, no Indemnifying Party shall, and no Indemnitee shall be required by an Indemnifying Party to, (I) enter into any settlement which does not dispute include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation, (II) enter into any settlement that attributes by its terms any liability and desires to defend against the Indemnitee, or (III) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. In addition, without the consent of the Indemnitee, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement which provides for any action on the part of the Indemnitee other than the payment of money damages which are to be paid in full by the Indemnifying Party. If an Indemnifying Party fails or elects not to assume the defense of a claim pursuant to clause (B) above, or is not entitled to assume or continue the defense of such claimclaim pursuant to clause (C) above, then the Indemnifying Party shall have the right without prejudice to its right of indemnification hereunder to, in its discretion exercised in good faith and upon advice of counsel, to contest, defend and litigate such claim by appropriate proceedingsand may settle such claim, which proceedings shall be promptly settled either before or prosecuted after the initiation of litigation, at such time and upon such terms as the Indemnitee deems fair and reasonable, provided that, at least five (5) days prior to a final conclusionany settlement, in such a manner as written notice of its intention to avoid any risk of settle is given to the Indemnified Party becoming subject to liabilityIndemnifying Party. If requested by the Indemnified Indemnifying Party, the Indemnitee agrees (at no expense to the Indemnitee) to reasonably cooperate with the Indemnifying Party desires to participate in, but not control, and its counsel in contesting any such defense or settlement, it may do so at its own cost and expense. If claim that the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereundercontest.

Indemnification Procedures. In the event that any claim for which Promptly after receipt by a Party providing indemnification Holder Indemnitee or a Company Indemnitee (the collectively, "Indemnifying PartyIndemnitees" and, individually, an "Indemnitee") would under Section 4.8(a) or 4.8(b) of notice of the commencement of any action, such Indemnitee shall, if a claim in respect thereof is to be made against the indemnifying party under such clause, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to any Indemnitee otherwise than under such clauses except to the extent that the indemnifying party has been prejudiced by the failure to receive such notice. In case any such action shall be brought against any Indemnitee, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee, and after written notice from the indemnifying party to such Indemnitee of its election to assume the defense thereof, the indemnifying party shall not be liable to such Indemnitee under such clause for any legal or other expenses subsequently incurred by such Indemnitee in connection with the defense thereof other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personthan reasonable costs of investigation; provided, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party Indemnitee shall have the right to defend employ one counsel to represent such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusionIndemnitee if, in the reasonable judgment of such a manner as to avoid any risk Indemnitee (based on the written opinion of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlementcounsel), it may do so at its own cost is advisable for such party to be represented by separate counsel because a conflict of interest exists between such indemnified and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against indemnifying party in respect of such claim, and in that event the amount reasonable fees and expenses of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred such separate counsel shall be paid by the Indemnified Party indemnifying party. Notwithstanding the foregoing, if the Company is an Indemnitee, the Company shall designate the one counsel, and in connection with such defenseall other circumstances, the one counsel shall be conclusively deemed to be designated by a majority in interest based upon the liability Registrable Securities of the Indemnifying Party hereunderIndemnities. For purposes of this Section 4.8 the terms "control," and "controlling person" have the meanings which they have under the Securities Act.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to this Section 5, such person (the "Indemnifying Party"“indemnified party”) would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect counsel related to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsproceeding. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute any such liability and desires to defend against such claimproceeding, then the Indemnifying Party any indemnified party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or prosecuted (ii) the named parties to a final conclusionany such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in such a manner as to avoid any risk respect of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount legal expenses of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties, and that all such defense, fees and expenses shall be conclusively deemed to reimbursed as they are incurred. In the case of any such separate firm for the Electing Holders and such control persons of any Electing Holders, such firm shall be designated in writing by the liability Electing Holders holding a majority of the Indemnifying Party hereunderRegistrable Securities covered by the Shelf Registration Statement. In the case of any such separate firm for the Company and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Indemnification Procedures. In Promptly after receipt by a party seeking indemnification under this Section 8 (an "Indemnitee") of notice of any pending or threatened claim against it (an "Action"), such Indemnitee shall give written notice to the event that any claim party to whom the Indemnitee is entitled to look for which a Party providing indemnification pursuant to this Section 8 (the "Indemnifying Party") would be liable of the commencement thereof, provided that the failure so to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party shall not relieve it of such claimany liability that it may have to any Indemnitee hereunder, specifying the nature of such claim and the amount of the estimated amount thereof except to the extent then feasible (which estimate the Indemnifying Party demonstrates that it is materially prejudiced thereby. In case any Action that is subject to indemnification under this section shall be brought against an Indemnitee and it shall give written notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party shall assume the defense thereof with counsel reasonably satisfactory to such Indemnitee and, the Indemnifying Party shall not be conclusive liable to such Indemnitee under this Section 8 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnitee in connection with the final amount defense thereof, other than reasonable costs of such claim) (the "Indemnity Claim Notice")investigation. The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party Indemnitee shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires employ separate counsel and to participate in the defense of such Action, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if: (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, but not controlor targets of, any such defense or settlement, it may do so at its own cost and expense. If Action include both the Indemnifying Party elects not and the Indemnitee, and the Indemnitee shall have reasonably concluded that there may be legal defenses available to defend against such claim for it which it is liable, whether by not giving timely notice as provided above are different from or otherwise, additional to those available to the Indemnified Indemnifying Party (in which case the Indemnifying Party shall not have the right but not to assume the obligation to defend against defense of such claim, and Action on the amount of any resulting Losses Indemnitee's behalf); (including, without limitation, court costs and attorneys' feesiii) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereundershall not have employed counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after notice of the institution of such Action; or (iv) the Indemnifying Party shall authorize the Indemnitee to employ separate counsel at the Indemnifying Party's expense. No compromise or settlement of any Action may be effected by the Indemnifying Party without the Indemnitee's written consent, which consent shall not be unreasonably withheld or delayed, unless (A) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party.

Indemnification Procedures. In the event that (a) A party entitled to indemnification pursuant to this Agreement (an "Indemnified Party") shall, with respect to any claim made against such Indemnified Party for which a Party providing indemnification is available, notify the other party (the "Indemnifying Party") would be liable to in writing of the other Party (nature of the "Indemnified Party") is asserted against or sought to be collected by any third person, claim as soon as practicable but not more than ten days after the Indemnified Party receives notice of the assertion of the claim. (The failure by an Indemnified Party to give notice as provided above, shall promptly notify not relieve the Indemnifying Party of such claimits obligations under this Section 11.3, specifying the nature of such claim and the amount of the estimated amount thereof except to the extent then feasible (which estimate shall not be conclusive that the failure ------------ results in the failure of actual notice and the Indemnifying Party is damaged as a result of the final amount failure to give notice.) Upon receipt of such notice of the assertion of a claim) (, the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from may, at its receipt option, assume the defense of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liabilityso, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right employ counsel reasonably acceptable to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expenseParty. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseassumes the defense, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) any such action, but the obligation to defend against fees and expenses of such claim, and counsel shall be at the amount expense of any resulting Losses the Indemnified Party unless (including, without limitation, court costs and attorneys' feesa) incurred the employment of counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (b) the Indemnified Party has been advised by its counsel in connection with writing that there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of the action (in which case the Indemnifying Party shall not have the right to direct the defense of the action on behalf of the Indemnified Party), in each of which cases the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. If the Indemnifying Party does not assume the defense, the Indemnified Party shall have the right to employ counsel and to control any such action, and the reasonable fees and expenses of such counsel shall be conclusively deemed at the expense of the Indemnifying Party. An Indemnifying Party shall not be liable for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld), nor shall an Indemnifying Party settle any such action without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld). No Indemnifying Party will consent to be the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the claim. Each of the Indemnifying Party hereunderand the Indemnified Party shall cooperate in the defense of any claim for which indemnification is available and shall furnish such records, information, testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be requested.

Indemnification Procedures. In Any Person making a claim pursuant to Sections 8.2 or 8.3 above (an "Indemnified Party") shall make claims for indemnification hereunder by giving written notice to the event that any claim for which a Party providing party from whom the indemnification is sought (the an "Indemnifying Party") would and the Holders' Representatives for such Indemnifying Party, if applicable, within the period in which indemnification claims can be liable to the other Party (the "Indemnified Party") made hereunder. If indemnification is sought for a claim or liability asserted against or sought to be collected by any a third personparty, the Indemnified Party shall promptly notify also give written notice thereof to the Indemnifying Party of such claim, specifying the nature of such claim and the amount promptly after it receives notice of the estimated amount thereof claim or liability being asserted, but the failure to do so shall not relieve the Indemnifying Party from any liability except to the extent then feasible (which estimate that it is prejudiced by the failure or delay in giving such notice. Such notice shall not be conclusive of summarize the final amount of such claim) (bases for the "Indemnity Claim Notice")claim for indemnification and any claim or liability being asserted by a third party. The Indemnifying Party shall have Within thirty (30) days from its receipt of after receiving such notice the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Indemnifying Party (i) whether or not it disputes its liability shall give written notice to the Indemnified Party hereunder with respect to such claim, stating whether it disputes the claim for indemnification and (ii) if whether it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to will defend against such claim, then the Indemnifying Party shall have the right to defend such any third party claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so liability at its own cost and expense. If the Indemnifying Party elects fails to give notice that it disputes an indemnification claim within thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The Indemnifying Party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the Indemnified Party, which consent shall not be unreasonably withheld) as long as the Indemnifying Party is conducting a good faith and diligent defense. The Indemnified Party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnified Party and the Indemnified Party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Indemnified Party may engage separate counsel at the expense of the Indemnifying Party. If no such notice of intent to dispute and defend against a third party claim or liability is given by the Indemnifying Party, or if such claim for which it good faith and diligent defense is liable, whether not being or ceases to be conducted by not giving timely notice as provided above or otherwisethe Indemnifying Party, the Indemnified Party shall have the right but not right, at the obligation expense of the Indemnifying Party, to defend against undertake the defense of such claim, and the amount of any resulting Losses claim or liability (including, without limitation, court costs and attorneys' fees) incurred with counsel selected by the Indemnified Party), and, with the consent of the Indemnifying Party, not to be unreasonably withheld, to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the Indemnifying Party, then the Indemnified Party shall make available such information and assistance as the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in connection with such defense, shall be conclusively deemed to be at the liability expense of the Indemnifying Party hereunderParty.

Indemnification Procedures. In As used herein, an “Indemnified Party” shall refer to a PC Indemnified Party or a Manager Indemnified Party, as applicable, the “Notifying Party” shall refer to the party hereto whose Indemnified Parties are entitled to indemnification hereby, and the “Indemnifying Party” shall refer to the party hereto obligated to indemnify such Notifying Party’s Indemnified Parties. As a condition precedent to any claim for indemnification under Section 8.12, in the event that any claim for which of the Indemnified Parties is made a Party providing indemnification (the "Indemnifying Party") would be liable defendant in or party to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personClaim, the Indemnified Notifying Party shall promptly notify give the Indemnifying Party of prompt notice thereof. The failure to give such claimnotice shall not affect any Indemnified Party’s ability to seek reimbursement unless, specifying the nature of such claim and the amount of the estimated amount thereof only to the extent then feasible (which estimate shall not be conclusive of that, such failure has materially and adversely affected the final amount of such claim) (the "Indemnity Claim Notice")Indemnifying Party’s ability to defend successfully a Claim. The Indemnifying Party shall have thirty (30) days from its receipt of be entitled to contest and defend such Claim, provided that the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Indemnifying Party (i) whether or not it disputes its liability has a reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Notifying Party within 15 business days after the Notifying Party’s notice of such Claim (but, in any event, at least five business days prior to the date that an answer to such Claim is due to be filed). Reputable attorneys reasonably acceptable to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then employed by the Indemnifying Party shall have the right to defend conduct such claim by appropriate proceedings, which proceedings contest and defense. The Notifying Party shall be promptly settled or prosecuted to a final conclusionentitled at any time, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense, to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Notifying Party elects to participate in such defense, the Notifying Party will cooperate with the Indemnifying Party elects in the conduct of such defense. Neither the Notifying Party nor the Indemnifying Party may concede, settle or compromise any Claim without the consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, if (v) the Indemnifying Party does not assume the defense of the Claim, (w) the Indemnified Party reasonably determines that there is a conflict of interest that prevents the Indemnifying Party from adequately representing the Indemnified Party’s interests with respect to defend the claim, (x) a Claim seeks relief other than the payment of monetary damages, (y) the subject matter of a Claim relates to the ongoing business of the Indemnified Party, which Claim, if decided against the Indemnified Party, would adversely affect the ongoing business or reputation of the Indemnified Party or (z) the Indemnified Party would not be fully indemnified with respect to such claim for which it is liableClaim, whether by not giving timely notice as provided above or otherwisethen, in each such case, the Indemnified Party alone shall be entitled to contest, defend and settle such Claim in the first instance and the Indemnifying Party must reimburse the Indemnified Party for its reasonable out of pocket costs and expenses (including reasonable fees of outside counsel) for such contest, defense or settlement of such Claim. If the Indemnified Party does not contest, defend or settle such Claim, the Indemnifying Party shall then have the right to contest and defend (but not the obligation to defend against settle) such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderClaim.

Indemnification Procedures. In the event that any claim or demand by a third party for which a Party providing indemnification an indemnifying party, Parent or Purchaser, as the case may be (the "an “Indemnifying Party") would ”), may be liable to the other any Indemnified Party hereunder (the "Indemnified Party"a “Claim”) is asserted against or sought to be collected from any Indemnified Party by any a third personparty, the such Indemnified Party shall as promptly as practicable notify the Indemnifying Party in writing of such claim, specifying the nature of such claim Claim and the amount of or the estimated amount thereof and such notice shall state with reasonable specificity the basis, if known, under which the claim is made (the “Claim Notice”). The failure on the part of the Indemnified Party to give any such Claim Notice in a reasonably prompt manner shall not relieve the Indemnifying Party of any indemnification obligation hereunder unless, and only to the extent then feasible (which estimate shall not be conclusive of that, the final amount of such claim) (the "Indemnity Claim Notice")Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have thirty forty-five (3045) days from its receipt the delivery of the Indemnity Claim Notice (the "Indemnity “Notice Period"”) to notify the Indemnified Party (ia) whether or not it the Indemnifying Party disputes its the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim, Claim and (iib) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, desires to defend the Indemnified Party against such claimClaim; provided however, any failure to so notify the Indemnified Party within such 45-day period shall be deemed an agreement that the Indemnified Party is hereby authorized prior shall have the sole power to direct and during control the Indemnity Notice Period to file any motiondefense of such Claim. Except as hereinafter provided, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In in the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend the Indemnified Party against such claimClaim, then the Indemnifying Party shall have the right to defend such claim the Indemnified Party by appropriate proceedingsproceedings and shall have the sole power to direct and control such defense. Notwithstanding the foregoing, which proceedings shall be promptly settled or prosecuted the Indemnified Party, during the period the Indemnifying Party is determining whether to elect to assume the defense of a final conclusionmatter covered by this Section 6.4, in may take such reasonable actions as it deems necessary to preserve any and all rights with respect to the matter, without such actions being construed as a manner as to avoid any risk waiver of the Indemnified Party becoming subject Party’s rights to liabilitydefense and indemnification pursuant to this Agreement. If the The Indemnified Party desires to participate inshall not settle a Claim for which it is indemnified by the Indemnifying Party without the prior written consent of the Indemnifying Party, but not control, any such defense or settlement, it may do so at its own cost and expense. If unless the Indemnifying Party elects not to defend the Indemnified Party against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseClaim. In any event, the Indemnified Party shall have the sole right but not the obligation to defend against such claimdefend, settle or compromise any Claim with respect to which it has agreed in writing to waive its right to indemnification pursuant to this Agreement with respect to attorneys’ and consultants’ fees and 50% of the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party settlement or judgment in connection with such defense, shall be conclusively deemed to be Claim. To the liability of extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third party Claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its commercially reasonable best efforts in the defense of all claims hereunder. Any dispute regarding the obligation of a party hereto to indemnify, defend and hold harmless another party with respect to a claimed Loss shall be resolved by appropriate legal proceedings, which may remain pending during or after the defense of such claimed Loss. Notwithstanding any of the foregoing, with respect to any Claims regarding the ownership, validity, or scope of the Purchased IP Rights for which Purchaser seeks indemnification under this Agreement: (y) Purchaser shall control all correspondence with, and any legal or other proceedings before, any Governmental Authority (other than judicial authority), such as by way of example only, the United States Patent and Trademark Office, and Parent’s indemnification obligations in connection with such Claim shall be limited to 50% of the amount of attorneys’ and consultants’ fees incurred by Purchaser in such proceedings; and (z) in the course of Parent’s defense or settlement of such Claims by third parties with respect to which Parent is controlling the defense hereunder, Parent may not settle or compromise any Claim, or make any admission or stipulation, that affects the scope, validity, ownership, license or control of any Purchased IP Rights, without the specific prior written consent of Purchaser on a case-by-case basis, such consent not to be unreasonably conditioned, delayed or withheld; provided, that if Purchaser conditions or withholds consent, Purchaser shall assume control with respect to such Claim, and Parent’s indemnification obligations in connection with such Claim shall be limited to 50% of the amount of further attorneys’ and consultants’ fees incurred by Purchaser in such action and 50% of the amount of any settlement or judgment in connection with such Claim. In any event, the Indemnifying Party’s liability hereunder shall be subject to the limitations set forth in Sections 6.2(b) and 6.3(b).

Indemnification Procedures. In Promptly after receipt by an indemnified party under Section 2 or Section 3 above of notice of the event that commencement of any Proceeding or other third party claim which may give rise to a claim for which indemnification hereunder (an "Indemnifiable Matter"), such indemnified party shall, if a Party providing indemnification (claim in respect thereof is to be made against the "Indemnifying Party") would indemnifying party under such section, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party's election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personthan reasonable costs of investigation; provided, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party indemnified party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, employ counsel in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense proceeding at his or settlement, it may do so at its own cost expense; and expense. If provided further, that if the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party indemnified party shall have reasonably concluded that there may be a conflict of interest between the right but not the obligation to defend against such claim, indemnified party and the amount indemnifying party in the conduct of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, or the indemnifying party shall not, in fact, have employed counsel to assume the defense of such proceeding, then, in any such case, the fees and expenses of the indemnified party's counsel shall be conclusively deemed to be borne by the liability indemnifying party and advanced in accordance with Section 5 of this Agreement, if applicable. Each indemnified party shall give the indemnifying party such reasonable information and reasonable cooperation as it may reasonably require in the defense of an Indemnifiable Matter. In no event shall the members of the Indemnifying Party hereunderTaylxx Xxxily as a group be entitled to indemnification under this Agreement for the reasonable fees and expenses of more than one counsel unless such members reasonably believe that with respect to a particular indemnification matter, a conflict of interest among such Taylxx Xxxily members so requires separate additional counsel for such Taylxx Xxxily member.

Indemnification Procedures. In Each party entitled to indemnification under this Section 1.6 (the event that any claim for which a Party providing “Indemnified Party”) will give notice to the party required to provide indemnification (the "“Indemnifying Party"”) would promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and will permit the Indemnifying Party to assume the defense of any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who will conduct the defense of such claim or litigation, will be approved by the Indemnified Party (whose approval will not unreasonably be withheld). After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to such Indemnified Party under this Section 1.6 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the other defense thereof, subject to the following sentence. The Indemnified Party will have the right to employ its counsel in any such action, but the fees and expenses of such counsel will be at the expense of such Indemnified Party unless: (i) the "employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party"; (ii) is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify have been advised by its counsel that representation of such Indemnified Party and the Indemnifying Party by TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential conflicts of interest between them in the conduct of the defense of such claim, specifying action (in which case the nature Indemnifying Party will not have the right to direct the defense of such claim and the amount action on behalf of the estimated amount thereof Indemnified Party); or (iii) the Indemnifying Party will not in fact have employed counsel to assume the extent then feasible (which estimate shall not be conclusive defense of such action, within a reasonable time, and in any of the final amount of cases set forth in (i), (ii) or (iii) above, such claim) (fees and expenses shall be paid by the "Indemnity Claim Notice")Indemnifying Party. The failure to notify an Indemnifying Party shall have thirty (30) days from its receipt within a reasonable time of the Indemnity Claim Notice (the "Indemnity Notice Period") commencement of any such action, only if prejudicial to notify the Indemnified its ability to defend such action, will relieve such Indemnifying Party (i) whether or not it disputes its of any liability to the Indemnified Party hereunder under this Section 1.6. The Indemnifying Party will not be liable, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, for the reasonable fees and expenses of more than one separate firm of attorneys for such Indemnified Party or controlling person, which firm will be designated in writing by the Indemnified Party to the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, will, except with the consent of an Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim, and (ii) if it does not dispute claim or litigation. If any such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against will have been advised by counsel chosen by it that there may be one or more legal defenses available to such claim; provided however, that the Indemnified Party is hereby authorized prior that are different from or additional to those available to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that have not been asserted by the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claimParty, then the Indemnifying Party shall will not have the right to defend continue the defense of such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in action on behalf of such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the and will reimburse such Indemnified Party desires to participate in, but not control, and any person controlling such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have for the right but not the obligation to defend against such claim, reasonable fees and the amount expenses of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred counsel retained by the Indemnified Party Party. The indemnity agreements contained in connection with this Section 1.6 will not apply to amounts paid in settlement of any loss, claim, damage, liability, or action if such defense, shall be conclusively deemed to be settlement is effected without the liability consent of the Indemnifying Party hereunder(which consent will not be unreasonably withheld) as to any action the defense of which has been assumed by such Indemnifying Party.

Indemnification Procedures. In the event that either party is entitled to indemnification (an “Indemnitee”) from the other party (the “Indemnifying Party”) pursuant to the terms of Section 18, with respect to which such Indemnitee intends to seek indemnification thereunder, the Indemnitee and Indemnifying Party shall follow the procedures set forth in this Section 18.4. Promptly after receipt by Indemnitee of notice of the commencement or threatened commencement of any claim with respect to which such Indemnitee may be entitled to receive payment from the Indemnifying Party for any Losses, or to which a Party providing the Indemnitee believes it is entitled to indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personhereunder, the Indemnified Party Indemnitee shall promptly notify the Indemnifying Party of such claim in writing. No delay or failure to so notify the Indemnifying Party shall relieve it of its obligations under this Agreement except to the extent that the Indemnifying Party has been materially harmed by such delay or failure. Within 15 days following receipt of written notice from Indemnitee relating to any claim, specifying but no later than five days before the nature date on which any response to a complaint or summons is due, the Indemnifying Party shall notify Indemnitee in writing whether the Indemnifying Party elects to assume control of the defense and settlement of that claim (a “Notice of Election”). If the Indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, the Indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided, however, that (i) Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the amount handling of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies shall obtain the Indemnified prior written approval of Indemnitee before entering into any settlement of such claim imposing any obligations or restrictions on Indemnitee, which approval shall not be unreasonably withheld, delayed or conditioned. After the Indemnifying Party within has delivered a Notice of Election relating to any claim, if the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claimIndemnifying Party performs its indemnification obligations as set forth in this Agreement, then the Indemnifying Party shall not be liable to Indemnitee for any litigation costs and expenses (including legal fees and disbursements and costs of investigation) directly incurred by Indemnitee in employing its own counsel in connection with the defense of that claim. In addition, the Indemnifying Party shall not be required to indemnify Indemnitee for any amount paid or payable by Indemnitee in the settlement of any claim if (x) the Indemnifying Party has delivered a timely Notice of Election and such amount was agreed to without the written consent of the Indemnifying Party, or (y) the time period within which to deliver a Notice of Election has not yet expired. If the Indemnifying Party does not deliver a Notice of Election relating to any claim within the required notice period, Indemnitee shall have the right to defend such the claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk it may deem appropriate, at the reasonable cost and expense of the Indemnified Indemnifying Party. The Indemnifying Party becoming subject to liabilityshall promptly reimburse Indemnitee for all such costs and expenses. If Indemnitee shall cooperate, at the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own Indemnifying Party’s cost and expense. If , in all reasonable respects with the Indemnifying Party elects not to defend against such claim for which it is liableand its attorneys in the investigations, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, trial and the amount defense of indemnified claims and any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderappeal arising therefrom.

Indemnification Procedures. In Except as set forth in Section 8.4(a), the event person claiming indemnity under this Article 9 (the “Indemnified Party”) shall give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of any claim, provided, that any the failure to provide such notice shall not affect the Indemnifying Party’s obligations hereunder, except to the extent it is materially prejudiced thereby. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") indemnity is asserted against or sought to be collected by any third person, the being sought. The Indemnified Party shall promptly notify the Indemnifying Party may participate in and monitor such defense with counsel of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, own choosing at its sole cost and expense; provided, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such assume and conduct the defense of the claim with counsel of its choice. The Indemnifying Party shall not settle a claim in any manner that would require payment by appropriate proceedingsthe Indemnified Party, which proceedings shall be promptly settled or prosecuted would materially adversely affect the rights granted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liabilityhereunder, or would materially conflict with the terms of this Agreement, or adversely affect such Party or its products, without first obtaining the indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If So long as the Indemnifying Party is actively defending the claim in good faith, the Indemnified Party desires to participate in, but shall not control, settle or compromise any such defense claim without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or settlement, it may do so at its own cost and expensedelayed. If the Indemnifying Party elects does not to defend against such assume and conduct the defense of the claim for which it is liable, whether by not giving timely notice as provided above or otherwiseabove, (a) the Indemnified Party shall have may defend against, consent to the right but not the obligation to defend against such claim, and the amount entry of any resulting Losses (includingjudgment, without limitation, court costs and attorneys' fees) incurred by or enter into any settlement with respect to such claim in any manner the Indemnified Party in connection with such defensemay deem reasonably appropriate (and the Indemnified Party need not consult with, shall be conclusively deemed to be the liability of or obtain any consent from, the Indemnifying Party hereunderin connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Article 9.

Indemnification Procedures. In the event that Whenever any claim shall arise for which a Party providing indemnification hereunder, the party entitled to indemnification (the "Indemnifying “Indemnified Party"”) would be liable shall promptly provide written notice of such claim to the other Party party (the "Indemnified “Indemnifying Party"”) is asserted against specifying in reasonable detail the claim and the basis for indemnification; provided, however, that any delay or sought failure to be collected by any third person, the Indemnified Party shall promptly notify the an Indemnifying Party of such claim, specifying the nature of such any claim and the amount of the estimated amount thereof shall not relieve it from liability except to the extent then feasible (which estimate shall not be conclusive of that the final amount defense of such claim) action is actually prejudiced by such delay or failure to notify. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement (a “Third Party Claim”), the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desiresParty, at its sole cost and expense, expense and upon written notice to defend the Indemnified Party against Party, may assume the defense of any such claim; provided however, that Action with counsel reasonably satisfactory to the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsParty. In the event that the Indemnifying Party notifies the The Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires entitled to participate in, but not control, in the defense of any such defense or settlementAction, it may do so with its counsel and at its own cost and expense, subject to the control of such Action by the Indemnifying Party. If the Indemnifying Party elects does not to defend against assume the defense of any such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseAction, the Indemnified Party may, but shall have the right but not the obligation to be obligated to, defend against such claimAction in such manner as it may deem appropriate, and the amount of any resulting Losses (including, without limitationbut not limited to, court costs settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and attorneys' fees) incurred no action taken by the Indemnified Party in connection accordance with such defense, defense and settlement shall be conclusively deemed to be the liability of relieve the Indemnifying Party hereunderof its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed) unless the (i) judgment or settlement includes a complete and unconditional release of the Indemnified Party in respect of such claim, (ii) the relief is solely money damages that will be paid by the Indemnifying Party; and (iii) the settlement or judgment does not entail any admission of liability on the part of any Indemnified Party. The Indemnified Party shall not settle any Action for which the Indemnifying Party has assumed the defense. The Indemnifying Party and the Indemnified Party shall cooperate in good faith in the conduct of the defense of such claim or litigation by a third party, including by retaining records and information that are reasonably relevant to such third party claim or litigation and providing reasonable access to each other’s relevant business records and other documents and employees.

Indemnification Procedures. In Any Person entitled to indemnification under this Section 8 shall (i) give prompt written notice to the event that Borrowers of any claim for with respect to which a Party providing it is entitled to seek indemnification (provided that the "Indemnifying Party") would be liable failure to the other Party (the "Indemnified Party") is asserted against or sought to be collected by so notify any third person, the Indemnified Party Borrower shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof not relieve any Borrower from any liability which it may have under this Section 8 except to the extent then feasible (which estimate shall not be conclusive of that the final amount of Borrower is materially prejudiced by such claimfailure) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute permit the Borrowers (or any of them) to assume the defense of such liabilityclaim with counsel selected by the Borrowers and reasonably acceptable to the applicable Indemnified Party; provided, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the any Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend employ separate counsel and to participate in the defense of such claim by appropriate proceedingsand the fees, which proceedings costs and expenses of such counsel shall be promptly settled at the expense of such Indemnified Party unless (a) any Borrower has agreed to pay such fees, costs or prosecuted expenses, (b) the Borrowers have failed to notify the applicable Indemnified Party in writing within ten (10) days of its receipt of such written notice claiming a final conclusionright to be indemnified that it will assume the defense of such claim and employ counsel reasonably acceptable to the applicable Indemnified Party, or (c) a conflict of interest exists between the applicable Indemnified Party, on the one hand, and the Borrowers, on the other hand, with respect to such claims (in which case, if the applicable Indemnified Party notifies the Borrowers in writing that such a manner as Indemnified Party elects to avoid any risk employ separate counsel at the expense of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseBorrowers, the Indemnified Party Borrowers shall not have the right to assume the defense of such claim on behalf of such Indemnified Party). The Borrowers will not be subject to any liability for any settlement made without their respective consent (but such consent may not be unreasonably conditioned, delayed or withheld). No Indemnified Party may, without the obligation consent of the applicable Borrowers (which consent will not be unreasonably conditioned, delayed or withheld), consent to defend against such claim, and the amount entry of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the Indemnified Party claimant or plaintiff to the Borrowers of a release from all liability in connection with respect of such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderclaim or litigation.

Indemnification Procedures. In All indemnification claims in respect of an AstraZeneca Indemnitee or Licensee Indemnitee shall be made solely by AstraZeneca or Licensee, as applicable (each of AstraZeneca or Licensee in such capacity, the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "“Indemnified Party") is asserted against or sought to be collected by any third person, the ”). The Indemnified Party shall promptly notify give the Indemnifying indemnifying Party prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such claimIndemnified Party intends to base a request for indemnification under this Article 8, specifying but in no event shall the nature indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of such the claim and the nature and amount of the estimated amount thereof such Loss (to the extent then feasible (which estimate shall not be conclusive of that the final nature and amount of such claim) (the "Indemnity Claim Notice"Loss is known at such time). The Indemnifying Indemnified Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability furnish promptly to the Indemnified indemnifying Party hereunder with copies of all papers and official documents received in respect to such claim, of any Losses and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Third Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsClaims. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying The indemnifying Party shall have the right to defend assume the defense of any such claim Third Party Claim, including the right to select counsel of its choosing and the right to compromise or settle any Third Party Claim, by appropriate proceedingsgiving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party’s receipt of an Indemnification Claim Notice; provided, which proceedings however, that the indemnifying Party shall be promptly settled not make any compromise or prosecuted settlement admitting fault, subjecting the Indemnified Party to a final conclusioninjunctive or other relief, in such a manner as to avoid any risk adversely affecting the business of the Indemnified Party becoming subject to liability. If or any AstraZeneca Indemnitee or Licensee Indemnitee, as applicable, or incurring any liability on the part of the Indemnified Party desires or any AstraZeneca Indemnitee or Licensee Indemnitee, as applicable, without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld or delayed. The Indemnified Party shall be entitled to retain counsel of its choice (at its own expense) to participate in, but not control, the defense of any such defense Third Party Claim. Except as provided in the immediately preceding sentence, the costs and expenses, including fees and disbursements of counsel, incurred by the Indemnified Party and any AstraZeneca Indemnitee or settlementLicensee Indemnitee, it may do so at its own cost as applicable, in connection with any Third Party Claim shall be reimbursed on a Calendar Quarter basis by the indemnifying Party, without prejudice to the indemnifying Party’s right to contest the Indemnified Party’s right to indemnification and expensesubject to refund if the indemnifying Party is ultimately held not to be obligated to indemnify the Indemnified Party. If the Indemnifying Party elects not to defend against such claim for which it is liableultimately determined that the indemnifying Party is not obligated to indemnify, whether by not giving timely notice as provided above defend or otherwisehold harmless the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall have reimburse the right but not the obligation to defend against such claim, indemnifying Party for any and the amount of any resulting Losses (including, without limitation, court all reasonable and verifiable costs and expenses (including attorneys' fees’ fees and costs of suit) and any Losses incurred by the indemnifying Party in accordance with this Section 8.3 in its defense of the Third Party Claim. If the indemnifying Party is required to defend any Third Party Claim, the Indemnified Party shall, and shall cause its employees and agents to, cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereundertherewith.

Indemnification Procedures. In Promptly after receipt by an indemnified party of notice of the event that commencement of any action involving a claim for which referred to in this Section 5, such indemnified party will, if a Party providing indemnification (the "Indemnifying Party") would be liable claim in respect thereof is made against any indemnifying party, give written notice to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature latter of such claim and/or the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and assume the amount of the estimated amount thereof defense thereof, jointly with any other indemnifying party similarly notified to the extent then feasible (that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall be responsible for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, provided that if any indemnified party shall have reasonably concluded that there may be one or more legal defenses available to such indemnified party which estimate conflict in any material respect with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this Section 5, such indemnifying party shall reimburse such indemnified party and shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend assume the defense of such claim action on behalf of such indemnified party and such indemnifying party shall reimburse such indemnified party and any person controlling such indemnified party for that portion of the fees and expenses of any counsel retained by appropriate proceedingsthe indemnified party which are reasonably related to the matters covered by the indemnity agreement provided in this Section 5. The indemnifying party shall not make any settlement of any claims indemnified against thereunder without the written consent of the indemnified party or parties, which proceedings consent shall not be promptly settled or prosecuted unreasonably withheld. Notwithstanding the foregoing provisions of this Section 5, if pursuant to a final conclusion, in such a manner as to avoid any risk an underwritten public offering of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseCommon Stock, the Indemnified Party shall have Company, the right but not the obligation to defend against such claim, Holder and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by underwriters enter into an underwriting or purchase agreement relating to such offering which contains provisions covering indemnification among the Indemnified Party parties thereto in connection with such defenseoffering, the indemnification provisions of this Section 5 shall be conclusively deemed to be the liability inoperative for purposes of the Indemnifying Party hereundersuch offering.

Indemnification Procedures. In the a. If any event that any claim for (an "INDEMNIFICATION EVENT") occurs in connection with which a Party providing indemnification an entity (the "Indemnifying PartyINDEMNITEE") would be liable MAY SEEK INDEMNIFICATION from a Party obligated to the other Party provide indemnity pursuant to this ARTICLE 9 (the "Indemnified PartyINDEMNIFYING PARTY") is asserted against or sought to be collected by any third person), the Indemnified Party Indemnitee shall promptly notify the Indemnifying Party in writing. The failure of such claim, specifying any Indemnitee to give prompt notice to an Indemnifying Party as required herein shall not affect the nature of such claim and the amount obligation of the estimated amount thereof Indemnifying Party to provide indemnification hereunder, except that the extent then feasible (which estimate shall not be conclusive monetary obligation of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall be reduced by any damages suffered by it by reason of such non-timely notification. If any Indemnification Event involves the commencement of any third party action, suit or other proceeding, whether civil, criminal or investigative, the Indemnifying Party shall assume the defense thereof, retaining counsel reasonably satisfactory to the Indemnitee and paying all expenses thereof. The Indemnitee shall have thirty (30) days from its receipt the right to employ separate counsel in any such proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party Indemnitee unless: (i) whether the Indemnifying Party has agreed specifically to pay such fees or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and expenses; (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have failed to assume the defense of such proceeding or to employ counsel reasonably satisfactory to the Indemnitee; or (iii) the named parties to any such proceeding include both the Indemnitee and the Indemnifying Party, and the Indemnitee shall have been advised by reputable counsel that representation of the Indemnitee and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct because there may be one or more defenses available to the Indemnitee that are different from or in addition to those available to the Indemnifying Party (in which case, if the Indemnitee notifies the Indemnifying Party, in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to defend assume the defense of such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk proceeding on behalf of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate inIndemnitee; it being understood, but not controlhowever, any such defense or settlement, it may do so at its own cost and expense. If that the Indemnifying Party elects not to defend against such claim for which it is liableshall not, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with any one such defenseproceeding, or separate but substantially similar or related proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any time for the Indemnitee, which counsel shall be conclusively deemed to designated in writing by the Indemnitee). No settlement shall be made by an Indemnitee or an Indemnifying Party of a claim in respect of which indemnity may be sought hereunder without the liability prior written approval of the Indemnifying Party hereunderother, which approval shall not be unreasonably delayed, conditioned or withheld.

Indemnification Procedures. In If a party seeks indemnification hereunder for a matter that involves a claim by a third party, the event that any claim for which a Party providing party seeking indemnification (the an "Indemnifying PartyIndemnitee") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party indemnifying party (the "Indemnitor") of such claim, specifying and shall provide reasonable information and details concerning the nature of such claim and the amount of the estimated amount thereof claim. Indemnitor shall, to the extent then feasible applicable, have the right to assume the defense at its expense of all third party claims and shall pay all costs and damages finally awarded against the Indemnitor and the Indemnitee in conjunction with such third party claims, provided that (which estimate shall not be conclusive i) the Indemnitee provides prompt written notice to the Indemnitor of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to service of any such claim, and ; (ii) if it does not dispute the Indemnitor controls the defense of the third party claim on behalf of all Parties; (iii) the Indemnitee consents to representation in such liabilityclaims by counsel selected by and representing the Indemnitor; provided, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that if outside counsel to the Indemnified Party is hereby authorized prior Indemnitee reasonably advises the Indemnitee and the Indemnitor in a written opinion that such joint representation raises a potential conflict of interest as between the Indemnitee and the Indemnitor (other than a conflict concerning the right to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claimindemnification under this Agreement), then the Indemnifying Party Indemnitee shall have the right to retain separate counsel to represent its interests in such third party claim and the reasonable costs, fees and expenses thereof shall be borne equally by the Indemnitee and the Indemnitor; and (iv) upon request of the Indemnitor, the Indemnitee uses its best efforts to cooperate with the Indemnitor in defending such third party claim by providing the Indemnitor with all necessary business information and relevant documents under its control related to the third party claim and cooperating with such other reasonable requests of the Indemnitor at the Indemnitor's expense in accordance with Applicable Law. The Parties' indemnity obligations under this Article X shall not apply to amounts paid in settlement of any loss, claim, liability or action if such settlement is effected without the consent of the Indemnitor, which consent shall not be unreasonably withheld. The Indemnitee's failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action, if materially prejudicial to the Indemnitor's ability to defend such claim by appropriate proceedingsaction, which proceedings shall be promptly settled or prosecuted relieve the Indemnitor of any liability to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate inIndemnitee under this Article X, but not control, any such defense or settlement, liability that it may do so at its own cost and expense. If have to the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunder.Indemnitee otherwise than under this Article X.

Indemnification Procedures. In the event that any claim for which a Party providing Each party entitled to indemnification (the "Indemnifying Party") would be liable under this Section 5.9 shall give notice to the other Party (the "Indemnified Party") party required to provide indemnification promptly after such indemnified party has actual knowledge that a claim is asserted against or sought to be collected by any third personmade against the indemnified party as to which indemnity may be sought, and shall permit the Indemnified Party shall promptly notify indemnifying party to assume the Indemnifying Party of such claim, specifying the nature defense of such claim or litigation resulting therefrom and any related settlement and settlement negotiations, subject to the limitations on settlement set forth below; provided, that counsel for the indemnifying party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the indemnified party (whose approval shall not unreasonably be withheld), and the amount indemnified party may participate in such defense at such party’s expense; and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the estimated amount thereof indemnifying party of its obligations under this Section 5.9, except to the extent then feasible (which estimate shall not be conclusive of the final amount of indemnifying party is actually prejudiced by such claim) (failure to give notice. Notwithstanding the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claimforegoing, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party an indemnified party shall have the right to defend retain separate counsel, with the reasonable fees and expenses of such counsel being paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel or if the indemnifying party has failed to assume the defense of such action. No indemnified party shall enter into any settlement of any litigation commenced or threatened with respect to which indemnification is or may be sought without the prior written consent of the indemnifying party (such consent not to 34 be unreasonably withheld). No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by appropriate proceedingsthe claimant or plaintiff to such indemnified party of a release, which proceedings reasonably satisfactory to the indemnified party, from all liability in respect to such claim or litigation. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party reasonably required in connection with defense of such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderclaim and litigation resulting therefrom.

Indemnification Procedures. In (a) Each Person entitled to indemnification under this Article 6 (the event that any claim for which a Party providing “Indemnified Party”) shall give written notice to the Person required to provide indemnification (the "“Indemnifying Party"”) would promptly after such Indemnified Party receives written notice of any claim, event or matter as to which indemnity may be liable sought; provided that the failure of the Indemnified Party to give notice as provided in this Section 6.3(a) shall not relieve any Indemnifying Party of its obligations under ARTICLE 6, except to the other extent that such failure materially prejudices the rights of any such Indemnifying Party. If the Indemnified Party (the "Indemnified Party") is asserted against makes a claim on account of a Loss which may be covered by third party indemnification or sought to be collected by any third personinsurance, the Indemnified Party shall promptly notify undertake diligent and good faith efforts to pursue recovery available under such third party indemnification or insurance policy and shall keep the Indemnifying Party reasonably informed of such claimefforts, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate but shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice")required to make any claim or exhaust any remedies under any third party indemnification or insurance policy as a condition to making a claim under this Agreement. The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desiresright, at its sole cost option and expense, to defend be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party against such claimParty; provided howeverand, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that if the Indemnifying Party notifies agrees (without conceding responsibility for indemnification hereunder) that the Indemnified Party subject matter of such claim is within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claimscope of the indemnification provisions under the terms of this Agreement (an “Indemnification Claim”), then the Indemnifying Party shall have the right to defend against, negotiate, settle or otherwise deal with such claim by appropriate proceedingsIndemnification Claim. If the Indemnifying Party elects to defend against, which proceedings negotiate, settle or otherwise deal with any Indemnification Claim, it shall be promptly settled within thirty (30) days (or prosecuted to a final conclusionsooner, in such a manner as to avoid any risk if the nature of the Indemnification Claim so requires) notify the Indemnified Party becoming subject of its intent to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expenseso. If the Indemnifying Party elects not to defend against such claim for which it is liableagainst, whether by not giving timely notice as provided above negotiate, settle or otherwiseotherwise deal with any Indemnification Claim, then the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the Indemnifying Party shall have assume the right but not the obligation to defend against such claim, and the amount defense of any resulting Losses (includingIndemnification Claim, without limitation, court costs and attorneys' fees) incurred by then the Indemnified Party may participate, at his or its own expense, in connection with the defense of such defense, Indemnification Claim; provided that such Indemnified Party shall be conclusively deemed entitled to be participate in any such defense with separate counsel at the liability expense of the Indemnifying Party hereunderif (A) so requested by the Indemnifying Party to participate or (B) in the written opinion of counsel to the Indemnified Party a conflict exists between the Indemnified Party and the Indemnifying Party that the assumption of such defense by the Indemnifying Party would be inappropriate; provided further that the Indemnifying Party shall not be required to pay for more than one (1) such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Indemnification Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim.

Indemnification Procedures. In Each party entitled to indemnification under this Section 8.5 (the event that any claim for which a Party providing “Indemnified Party”) shall give written notice to the party required to provide indemnification (the "“Indemnifying Party"”) would promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be liable sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the other Party (Company’s application requesting confidential treatment under Rule 406 of the "Indemnified Party") is asserted against or sought to Securities Act. litigation shall be collected approved by any third person, the Indemnified Party (which approval shall promptly notify not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such claimfailure resulted in actual detriment to the Indemnifying Party. No Indemnifying Party, specifying in the nature defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim and or litigation; provided, however, that the amount of the estimated amount thereof Indemnifying Party will not consent to the extent then feasible entry of any judgment or enter into any settlement (which estimate shall not be conclusive other than for the payment of money only) without the final amount consent of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether which consent shall not be unreasonably withheld). An Indemnifying Party who is not entitled to, or elects not it disputes its liability to, assume the defense of the claim, will not be obligated to pay the Indemnified fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend unless in the reasonable judgment of any Indemnified Party against a conflict of interest may exist between such claim; provided however, that the Indemnified Party is hereby authorized prior and any other such Indemnified Parties with respect to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then in which event the Indemnifying Party shall have be obligated to pay the right to defend fees and expenses of such claim by appropriate proceedings, which proceedings shall be promptly settled additional counsel or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereundercounsels.

Indemnification Procedures. (a) In the event that any Action is commenced by a third party involving a claim for which a Party providing indemnification party required to provide indemnity hereunder (the "an “Indemnifying Party"”) would may be liable to the other Party a party entitled to indemnification (the "an “Indemnified Party"”) is asserted against or sought to be collected by any third personhereunder (an “Asserted Liability”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim, specifying Asserted Liability (the nature of such claim and “Claim Notice”); provided that no delay on the amount part of the estimated amount thereof Indemnified Party in giving any such Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent then feasible (which estimate shall not be conclusive of that the final amount of Indemnifying Party is prejudiced by such claim) (the "Indemnity Claim Notice")delay. The Indemnifying Party shall have thirty (30) sixty days from its receipt of the Indemnity Claim Notice (the "Indemnity “Notice Period"”) to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Indemnifying Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its the Indemnifying Party’s sole cost and expenseexpense and by counsel of its own choosing, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expenseAsserted Liability. If the Indemnifying Party elects not undertakes to defend against such claim Asserted Liability, (i) the Indemnifying Party shall use its reasonable best efforts to defend and protect the interests of the Indemnified Party with respect to such Asserted Liability, (ii) the Indemnifying Party shall consult with the Indemnified Party prior to any significant decision, strategy or action in relation thereto, to the extent affecting non-monetary interests of the Indemnified Party and (iii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, consent to any settlement unless such settlement (x) requires only the payment of money and (y) provides for which it is liablea full and unconditional release of the Indemnified Party. Notwithstanding the foregoing, whether by not giving timely notice as provided above or otherwisein any event, the Indemnified Party shall have the right but not to control, pay or settle any Asserted Liability which the obligation Indemnifying Party shall have undertaken to defend so long as the Indemnified Party shall also waive any right to indemnification therefor by the Indemnifying Party. If the Indemnifying Party undertakes to defend against such claimAsserted Liability, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection shall fully cooperate with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderand its counsel in the investigation, defense and settlement thereof. This Section 7.3(a) does not apply to any matter referred to in Section 7.3(b), (c), (d), (e), or (m).

Indemnification Procedures. In the event that any claim for which a Party providing indemnification Each Indemnitee (the "Indemnifying Party"as defined under Section 10(a)) would be liable shall (i) give prompt written notice to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claimany claim with respect to which it seeks indemnification or contribution pursuant to this Agreement (provided, specifying however, that the nature of such claim and the amount failure of the estimated amount thereof Indemnitee to promptly deliver such notice shall not relieve the Indemnifying Party of any liability, except to the extent then feasible (which estimate shall not be conclusive of that the final amount of Indemnifying Party is prejudiced in its ability to defend such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute permit such liabilityIndemnifying Party, whether or not it desires, at its sole cost and expenseas applicable, to defend assume the Indemnified defense of such claim with counsel selected by such Indemnifying Party against such claimand reasonably satisfactory to the Indemnitee; provided provided, however, that any Indemnitee entitled to indemnification hereunder shall have the Indemnified Party is hereby authorized prior right to employ separate counsel and during to participate in the Indemnity Notice Period to file any motiondefense of such claim, answer or other pleading, submission or document which it but the fees and expenses of such counsel shall deem necessary or appropriate to protect its interests. In be at the event that expense of the Indemnitee unless (A) the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute has agreed in writing to pay such liability fees and desires to defend against such claimexpenses, then (B) the Indemnifying Party shall have failed to assume the defense of such claim within five (5) days of delivery of the written notice of the Indemnitee with respect to such claim or failed to employ counsel selected by such Indemnifying Party and reasonably satisfactory to the Indemnitee, or (C) in the reasonable judgment of the Indemnitee, based upon advice of its counsel, a conflict of interest may exist between the Indemnitee and the Indemnifying Party with respect to such claims (in which case, if the Indemnitee notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to defend assume the defense of such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk on behalf of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expenseIndemnitee). If the Indemnifying Party assumes the defense of the claim, it shall not be subject to any liability for any settlement or compromise made by the Indemnitee without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). In connection with any settlement negotiated by an Indemnifying Party, no Indemnifying Party shall, and no Indemnitee shall be required by an Indemnifying Party to, (I) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation, (II) enter into any settlement that attributes by its terms any liability to the Indemnitee, or (III) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. In addition, without the consent of the Indemnitee, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement which provides for any action on the part of the Indemnitee other than the payment of money damages which are to be paid in full by the Indemnifying Party. If an Indemnifying Party fails or elects not to defend against assume the defense of a claim pursuant to clause (B) above, or is not entitled to assume or continue the defense of such claim for which it is liable, whether by not giving timely notice as provided above or otherwisepursuant to clause (C) above, the Indemnified Party Indemnitee shall have the right but not the obligation without prejudice to its right of indemnification hereunder to, in its discretion exercised in good faith and upon advice of counsel, to contest, defend against and litigate such claim and may settle such claim, either before or after the initiation of litigation, at such time and upon such terms as the amount Indemnitee deems fair and reasonable, provided that, at least five (5) days prior to any settlement, written notice of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred its intention to settle is given to the Indemnifying Party. If requested by the Indemnified Party in connection Indemnifying Party, the Indemnitee agrees (at no expense to the Indemnitee) to reasonably cooperate with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderand its counsel in contesting any claim that the Indemnifying Party elects to contest.

Indemnification Procedures. (a) An Investor Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to the Company on behalf of the Shareholder Indemnifying Parties within the period in which such indemnification claim can be made hereunder. In the event that any an indemnification claim for which involves a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "third party claim against such Investor Indemnified Party") is asserted against or sought to be collected by any third person, the such Investor Indemnified Party shall promptly notify give prompt written notice thereof together with a statement of any available information regarding such third party claim to the Company; provided that no delay on the part of the Investor Indemnified Party in giving any such notice shall relieve any Shareholder Indemnifying Party or the Company of any indemnification obligation hereunder except to the extent that such claim, specifying Shareholder Indemnifying Party or the nature of Company (as applicable) is prejudiced by such delay. Such written notice shall describe in reasonable detail the facts constituting the basis for such third party claim and the amount of the estimated amount thereof potential Loss, in each case to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice")known. The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party Company shall have the right upon written notice to defend the Investor Indemnified Party within fifteen (15) days after receipt from the Investor Indemnified Party of notice of such claim by appropriate proceedings(or less if the nature of the asserted liability requires (e.g., which proceedings shall be promptly settled or prosecuted if an answer is due with respect to a final conclusionformal complaint)), in to assume and conduct at its expense the defense against such a manner as third party claim through the counsel of its choice (such counsel to avoid any risk be reasonably acceptable to the Investor Indemnified Party); provided, the Company shall not be entitled to assume or maintain control of the defense of any third party claim if such third party claim relates to or arises in connection with any tax audit or proceeding (provided that the Investor Indemnified Party becoming subject shall keep the Company reasonably informed about such tax audit or proceeding to liabilitythe extent such tax audit or proceeding relates to the Company or would be reasonably expected to result in an indemnification claim against the Company and shall act in good faith in defending such tax audit or proceeding) or any criminal proceeding, indictment, allegation or investigation. If the Company elects not to assume control within such fifteen (15) day period, or fails to diligently prosecute or defend such third party claim, the Investor Indemnified Party desires shall retain or assume control of such third party claim at the expense of the Company and the Company shall cooperate with and make available to participate in, but not control, any the Investor Indemnified Party such defense or settlement, it assistance and materials as may do so at its own cost and expensebe reasonably requested by it. If the Indemnifying Party Company timely elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseassume control of third party claim, the Investor Indemnified Party shall have the right but not at its expense to participate in the obligation to defend against such claimdefense assisted by counsel of its own choosing; provided, that the Company shall pay the reasonable fees and the amount expenses of any resulting Losses separate counsel to the Investor Indemnified Party (including, without limitation, court costs and attorneys' feesA) incurred by the Investor Indemnified Party in connection with such defense, shall be conclusively deemed prior to be the liability date the Company assumes control of the defense of the proceeding or (B) if representation of both the Company and the Investor Indemnified Party by the same counsel would create an actual or potential conflict of interest, but the Company shall not be obligated to pay the fees and expenses of more than one counsel for the Investor Indemnified Party unless additional local counsel or specialized counsel is necessary as determined in good faith by the Indemnifying Party. The Company shall keep the Investor Indemnified Party hereunderreasonably advised of the status of such third party claim and shall consider in good faith recommendations made by the Investor Indemnified Party with respect thereto.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to either Section 6(a) or 6(b), such person (the "Indemnifying Party") would be liable to the other Party (the "“Indemnified Party"”) is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the person from whom such indemnity may be sought (the “Indemnifying Party”) in writing (provided that failure to so notify an indemnifying party shall not relieve such Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof from any liability under Section 6(a) or 6(b) to the extent then feasible (which estimate it is not materially prejudiced as a result thereof and in any event shall not be conclusive relieve it from any liability which it may have otherwise than on account of this indemnity agreement) and the Indemnifying Party, upon request of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party Indemnified Party, shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability retain counsel reasonably satisfactory to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend represent the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that others the Indemnifying Party notifies may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled or prosecuted to a final conclusionat the expense of such Indemnified Party, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If unless (i) the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, and the Indemnified Party shall have mutually agreed in writing to the right but not retention of such counsel or (ii) the obligation named parties to defend against any such claim, proceeding (including any impleaded parties) include both the Indemnifying Party and the amount Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or different legal defenses available to them. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such defense, Indemnified Parties and that all such fees and expenses shall be conclusively deemed reimbursed as they are incurred. Such firm shall be designated in writing by the Representative, in the case of parties indemnified pursuant to Section 6(a) above, and by the Company, in the case of parties indemnified pursuant to Section 6(b) above. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the liability of plaintiff, the Indemnifying Party hereunderagrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the first and second sentences of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding and does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

Indemnification Procedures. In Any Indemnified Party shall be entitled, upon written notice to the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable , to the other timely appointment of counsel by the Indemnifying Party (for the "defense of any Claim, which counsel shall be subject to the approval of the Indemnified Party") is asserted against or sought to be collected by . If, in the Indemnified Party’s reasonable judgment, a material conflict of interest exists between the Indemnified Party and the Indemnifying Party at any third persontime during the defense of the Indemnified Party, the Indemnified Party shall promptly notify may appoint independent counsel of its choice for the Indemnifying Party defense of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) as to such Claim. In addition, regardless of whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and has appointed counsel or selects independent counsel (iia) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend participate in the defense of any Claim and approve any proposed settlement of such claim Claim (unless such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by appropriate proceedingsreason of such settlement and, which proceedings shall be promptly settled or prosecuted to a final conclusionas part thereof, the Indemnified Party is unconditionally released from all liability in respect of such Claim, in which case such a manner as to avoid any risk approval shall not be required); and (b) all reasonable costs and expenses (including attorneys’ fees and costs) of the Indemnified Party becoming subject to liability. If shall be paid by the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expenseIndemnifying Party. If the Indemnifying Party elects not fails to defend against timely pay such claim for which it is liable, whether by not giving timely notice as provided above or otherwisecosts and expenses (including attorneys’ fees and costs), the Indemnified Party shall have the right right, but not the obligation obligation, to defend pay such amounts and be reimbursed by the Indemnifying Party for the same, together with interest thereon in accordance with Section 3.5 until paid in full. The Parties hereby acknowledge that it shall not be a defense to a demand for indemnity that less than all Claims asserted against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party are subject to indemnification. If a Claim is covered by the Indemnifying Party’s liability insurance, the Indemnified Party shall not knowingly take or omit to take any action that would cause the insurer not to defend such Claim or to disclaim liability in connection with such defense, respect thereof. Nothing contained herein shall be conclusively deemed construed to be the liability of the Indemnifying Party hereundercreate a benefit for a third party except for Mortgagee, Lenders, and for other Indemnified Parties.

Indemnification Procedures. In The obligation to indemnify under Sections 8.1, 8.2 and 8.5 is conditioned upon receiving from the event party seeking indemnification (the "Indemnified Party") written notice of the assertion or institution of a claim arising from or related to any Loss ("Claim") after the Indemnified Party has actual knowledge of such a Claim, PROVIDED that the failure of any claim for which Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of notice to the Indemnifying Party providing and the Indemnifying Party is materially prejudiced as a result of such failure to give notice. Upon written unqualified acknowledgement of its indemnification obligations with respect to a third-party Claim, the party from whom indemnification is sought (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claimabsolute right, and (ii) if it does not dispute such liability, whether or not it desires, at in its sole cost discretion and expense, to defend elect to defend, contest, settle or otherwise protect against any such Claim with legal counsel reasonably acceptable to the Indemnified Party; PROVIDED that the relief sought in any such Claim is for money damages only and the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event reasonably determines that the Indemnifying Party notifies has the Indemnified Party within the Indemnity Notice Period financial resources to pay such damages; and PROVIDED FURTHER that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have not settle or compromise any Claim without the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk consent of the Indemnified Party becoming subject Party, which consent to liability. If the Indemnified Party desires to participate in, but settlement or compromise shall not control, any such defense or settlement, it may do so at its own cost and expensebe unreasonably withheld. If the Indemnifying Party elects not to defend against conducts such claim for which it is liable, whether by not giving timely notice as provided above or otherwisedefense, the Indemnified Party shall have the right right, but not the obligation obligation, to defend against such claimparticipate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. The Indemnified Party shall, and shall cause its affiliates to, at the amount cost of the Indemnifying Party, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to the Indemnifying Party in its defense of any resulting Losses action being indemnified hereunder. In the event the Indemnified Party, without the prior consent of the Indemnifying Party (which consent shall not be unreasonably withheld), makes any settlement with respect to any Claim, the Indemnifying Party shall not be bound to such settlement. In the event the Indemnifying Party fails timely to defend, contest or otherwise protect against any suit, action, investigation, claim or preceding related to a Claim, Indemnified Party shall have the right, but not the obligation, to defend, contest, assert crossclaims, or counterclaims or otherwise protect against the same and may make any compromise or settlement thereof and recover and be indemnified for the entire cost thereof from the Indemnifying Party including, without limitation, court costs legal expenses, disbursements and attorneys' fees) all amounts paid as a result of such suit, action, investigation, claim, proceeding, crossclaim or counterclaim or compromise or settlement thereof, and provided, further, if the Indemnified Party should incur any such expense, the Indemnifying Party shall pay the Indemnified Party's interest incurred on all such amounts, from the date incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be through the liability date of payment by the Indemnifying Party hereunderParty, at a rate per annum equal to the publicly announced base interest rate of Citibank, N.A., in New York City, in effect from time to time, which rate shall change as and when such base interest rate shall change.

Indemnification Procedures. In If any action shall be brought against any Buyer Indemnitee or Seller Indemnitee (hereinafter, the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "“Indemnified Party"”) is asserted against or in respect of which indemnity may be sought pursuant to be collected by any third personthis Agreement, the such Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) indemnitor hereunder (the "Indemnity Claim Notice"). The “Indemnifying Party shall have thirty (30Party”) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claimin writing, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted assume the defense thereof with counsel of its own choosing reasonably acceptable to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liabilityParty. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Any Indemnified Party shall have the right to employ separate counsel (or, if more than one Indemnified Party is the subject of any action in respect of which indemnity is sought, one counsel for the Indemnified Parties) in any such action and participate in the defense thereof, but not the obligation fees and expenses of such counsel shall be at the expense of such Indemnified Party except to defend against the extent that (1) the employment thereof has been specifically authorized by Indemnifying Party in writing, (2) the Indemnifying Party has failed after a reasonable period of time to assume such claimdefense and to employ counsel or (3) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of Indemnifying Party, on the one hand, and the position of such Indemnified Party, on the other hand, in which case Indemnifying Party shall be responsible for the reasonable fees and expenses of no more than one such separate counsel for all Indemnified Parties seeking indemnity. No Indemnifying Party will be liable to any Indemnified Party under this Agreement (y) for any settlement by a Indemnified Party effected without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to any Indemnified Party’s breach of its representations, warranties or covenants under this Agreement or any conduct by such Indemnified Party which constitutes fraud, gross negligence, willful misconduct or malfeasance. The indemnification required by this Section 7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the against Indemnifying Party hereunderor others and any Liabilities Indemnifying Party may be subject to pursuant to applicable law.

Indemnification Procedures. In Promptly after receipt by a Person entitled to indemnification pursuant to the event that any claim for which a Party providing indemnification foregoing provisions of this Section 8.5 (the an "Indemnifying PartyIndemnitee") would be liable of notice of the commencement of any action or proceeding involving a claim of the type referred to in the other Party (the "Indemnified Party") foregoing provisions of this Section 8.5, such Indemnitee will, if a claim in respect thereof is asserted against or sought to be collected made by such Indemnitee against any third personindemnifying party, give written notice to each such indemnifying party of the Indemnified Party shall promptly notify the Indemnifying Party commencement of such claimaction; provided, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party failure of any Indemnitee to give notice to such indemnifying party as provided herein shall not relieve any indemnifying party of its obligations under the foregoing provisions of this Section 8.5, except and solely to the extent that such indemnifying party is hereby authorized prior actually and materially prejudiced by such failure to give notice. In case any such action is brought against an Indemnitee, each indemnifying party will be entitled to participate in and during to assume the Indemnity Notice Period defense thereof, jointly with any other indemnifying party similarly notified, to file the extent that it may wish, with counsel reasonably satisfactory to such Indemnitee (who shall not, except with the consent of the Indemnitee, be counsel to such an indemnifying party), and after notice from an indemnifying party to such Indemnitee of its election so to assume the defense thereof, such indemnifying party will not be liable to such Indemnitee for any motion, answer legal or other pleadingexpenses subsequently incurred by the latter in connection with the defense thereof; provided, submission however, that (i) if the Indemnitee reasonably determines that there may be a conflict between the positions of such indemnifying party and the Indemnitee in conducting the defense of such action or document which it if the Indemnitee reasonably concludes that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then counsel for the Indemnitee shall deem conduct the defense to the extent reasonably determined by such counsel to be necessary or appropriate to protect the interests of the Indemnitee and such indemnifying party shall employ separate counsel for its interests. In own defense, (ii) in any event, the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings Indemnitee shall be promptly settled or prosecuted entitled to a final conclusion, in have counsel chosen by such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to Indemnitee participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseconduct, the Indemnified Party defense and (iii) the indemnifying party shall have bear the right but not legal expenses incurred in connection with the obligation to defend against such claimconduct of, and the amount participation in, the defense as referred to in clauses (i) and (ii) above. If, within a reasonable time after receipt of the notice, such indemnifying party shall not have elected to assume the defense of the action, such indemnifying party shall be responsible for any resulting Losses (including, without limitation, court costs and attorneys' fees) legal or other expenses incurred by the Indemnified Party such Indemnitee in connection with such defense, shall be conclusively deemed to be the liability defense of the Indemnifying Party hereunderaction, suit, investigation, inquiry or proceeding. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liabilities in respect of such claim or litigation.

Indemnification Procedures. (a) In the event that any Legal Proceeding shall be instituted or any claim for which or demand shall be asserted (individually and collectively, a Party providing indemnification (the "Indemnifying PartyCLAIM") would by any Person in respect of which payment may be liable sought under this Article 7, the indemnified party shall reasonably and promptly cause written notice (a "CLAIM NOTICE") of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be delivered to the other Party (indemnifying party; PROVIDED, HOWEVER, that the "Indemnified Party") is asserted against failure of the indemnified party to give the Claim Notice shall not release, waive or sought otherwise affect the indemnifying party's obligations with respect thereto, except to be collected by any third person, the Indemnified Party extent that the indemnifying party can demonstrate actual loss and material prejudice as a result of such failure. If the indemnifying party shall promptly notify the Indemnifying Party of such claimindemnified party in writing within five (5) Business Days (or sooner, specifying if the nature of the Claim so requires) that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such claim lawsuit or action, then the indemnifying party shall be entitled, if it so elects at its own cost, risk and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party expense, (i) whether to take control of the defense and investigation of such lawsuit or not it disputes its liability to the Indemnified Party hereunder with respect to such claimaction, and (ii) if it does not dispute to employ and engage attorneys of its own choice, but, in any event, reasonably acceptable to the indemnified party, to handle and defend the same unless the named parties to such liabilityaction or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more material legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, whether or not it desiresin which event the indemnified party shall be entitled, at its sole cost the indemnifying party's cost, risk and expense, to defend a single firm of separate counsel (plus any necessary local counsel), all at reasonable cost, of its own choosing, reasonably acceptable to the Indemnified Party against indemnifying party and (iii) to compromise or settle such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer lawsuit or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedingsaction, which proceedings compromise or settlement shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk made only with the prior written consent of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate inindemnified party, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects consent not to defend against such claim for which it is liable, whether by not giving timely notice as provided above be unreasonably withheld or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderdelayed.

Indemnification Procedures. In If any Action is brought in respect of which indemnity may be sought pursuant to this Agreement, the event that any claim for which a Party providing Person seeking indemnification (the "Indemnifying Party") would be liable to the other Party (the "“Indemnified Party"”) is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Person against whom indemnification is sought (the “Indemnifying Party”) in writing of the institution of such Action (but the failure so to notify will not relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall from any liability that it may have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect under this Article 8 to such claimthe extent the Indemnifying Party is not materially prejudiced as a result thereof, and (ii) if in no event shall it does not dispute relieve the Indemnifying Party from any liability it may have otherwise than pursuant to this Article VIII), and the Indemnifying Party shall assume the defense of such liabilityAction, whether or not it desires, at its sole cost and expense, including the employment of counsel reasonably satisfactory to defend the Indemnified Party against such claim; provided howeverand payment of expenses. Notwithstanding the foregoing, that ACE shall assume the defense of the Actions described in Section 8.1(a)(iii) and (iv) without the requirement of notice from an Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsParty. In the event that the Indemnifying Party notifies the The Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend employ its own counsel in any such claim by appropriate proceedingscase, which proceedings but the fees and expenses of such counsel shall be promptly settled or prosecuted at the expense of Indemnified Party unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any within a reasonable time or (iii) such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have reasonably concluded (based on the right but not advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the obligation to defend against such claim, Indemnifying Party and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by may present a conflict for counsel representing the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of and the Indemnifying Party hereunder(in which case the Indemnifying Party shall not have the right to direct the defense of such Action on behalf of the Indemnified Party), in any of which events such fees and expenses shall be borne by the Indemnifying Party and paid as incurred (it being understood, however, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) for the Indemnified Parties in any one Action or series of related Actions in the same jurisdiction representing the Indemnified Parties). Anything in this Section 8.2 to the contrary notwithstanding, the Indemnifying Party shall not be liable for any settlement effected without its written consent unless the Indemnifying Party shall have failed to assume the defense of such Action or reimburse the Indemnified Party for fees and expenses of counsel as contemplated by this Section 8.2 within 30 days after receipt by the Indemnifying Party of the request therefor. An Indemnifying Party will not, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any Action in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Parties from all liability arising out of the Action.

Indemnification Procedures. In The Party claiming indemnity under this Article 9 (the event that any claim “Indemnified Party”) will give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of the claim, suit, proceeding or cause of action for which a Party providing indemnification indemnity is being sought (the "“Claim”). The Indemnifying Party") would ’s obligation to defend, indemnify, and hold harmless pursuant to Section 9.1 or Section 9.2, as applicable, will be liable reduced to the other Party (extent the "Indemnified Party") is asserted against or sought ’s delay in providing notification pursuant to be collected the previous sentence results in material prejudice to the Indemnifying Party; provided, however, that the failure by any third person, the an Indemnified Party shall promptly notify to give such notice or otherwise meet its obligations under this Section 9.3 will not relieve the Indemnifying Party of such claimits indemnification obligation under this Agreement. At its option, specifying the nature Indemnifying Party may assume the defense and have exclusive control, at its own expense, of such claim and the amount of the estimated amount thereof any Claim for which indemnity is being sought by giving written notice to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Indemnified Party shall have within thirty (30) days from its after receipt of the Indemnity Claim Notice notice of the Claim, provided that (the "Indemnity Notice Period"i) it agrees to notify indemnify the Indemnified Party (i) whether or not it disputes its liability to from and against all losses the Indemnified Party hereunder with respect to such claim, and may suffer arising out of the Claim; (ii) if it the Claim involves only money damages and does not dispute seek an injunction or other equitable relief against the Indemnified Party; (iii) the Claim does not relate to any criminal or regulatory enforcement proceeding; and (iv) the Indemnifying Party conducts the defense of the Claim diligently. The Indemnified Party will provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense. The Indemnified Party may participate in and monitor such liability, whether or not it desires, defense with counsel of its own choosing at its sole cost and expense; provided, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall will have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party will not settle any risk Claim without the prior written consent of the Indemnified Party becoming subject Party, not to liabilitybe unreasonably withheld, unless the settlement involves only the payment of money. If the The Indemnified Party desires to participate in, but will not control, settle any such defense or settlementClaim without the prior written consent of the Indemnifying Party, it may do so at its own cost and expensewhich consent will not be unreasonably withheld. If the Indemnifying Party elects does not to defend against such claim for which it is liable, whether by not giving timely notice assume and conduct the defense of the Claim as provided above or otherwiseabove, (a) the Indemnified Party shall have the right but not the obligation to may defend against such claimagainst, and consent to the amount entry of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by judgment or enter into any settlement with respect to the Claim in any manner the Indemnified Party in connection with such defensemay deem reasonably appropriate (and the Indemnified Party need not consult with, shall be conclusively deemed to be the liability of or obtain any consent from, the Indemnifying Party hereunderin connection therewith), and (b) the Indemnified Party reserves any right it may have under this Article 9 to obtain indemnification from the Indemnified Party.

Indemnification Procedures. (a) In the event that case of any claim for which asserted by a Party providing third party against a party entitled to indemnification under this Termination Agreement (the "Indemnifying Party") would be liable to the other Party (the "“Indemnified Party") is asserted against or sought to be collected by any third person”), the Indemnified Party shall promptly notify deliver a Notice of Claim to the Party required to provide indemnification (the “Indemnifying Party”) within a reasonable time after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought. The Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any such claim or any litigation resulting therefrom, provided, that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party. The Indemnified Party may participate in such defense at such Indemnified Party’s expense. The failure of any Indemnified Party to deliver a Notice of Claim as provided herein shall not relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof its indemnification obligation under this Termination Agreement except to the extent then feasible (which estimate shall not be conclusive that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is prejudiced as a result of the final amount failure to deliver the Notice of such claim) (Claim. Except with the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt prior written consent of the Indemnity Claim Notice (Indemnified Party, no Indemnifying Party, in the "Indemnity Notice Period") defense of any such claim or litigation, shall consent to notify entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party (i) whether or that does not it disputes its liability include as an unconditional term thereof the giving by each claimant or plaintiff to the such Indemnified Party hereunder of a release from all liability with respect to such claimclaim or litigation. In the event that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right to assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding; and provided, further, that if the Indemnified Party does so assume control (i) the Indemnifying Party shall be entitled to participate in the defense of such claim (at the Indemnifying Party’s expense) and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against shall not settle such claim; provided however, that claim or litigation without the Indemnified Party is hereby authorized prior to and during written consent of the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsIndemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then accept the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner defense of any matter as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseprovided, the Indemnified Party shall have the full right but not the obligation to defend against any such claimclaim or demand, and shall be entitled to settle or agree to pay in full such claim or demand; provided, however, that except with the amount prior written consent of the Indemnifying Party, such Indemnified Party shall not consent to entry of any resulting Losses (includingjudgment nor enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnifying Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnifying Party of a release from all liability with respect to such claim or litigation. In any event, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of and the Indemnifying Party hereundershall cooperate with each other in the defense of any claim or litigation subject to this Section 16.3 and, subject to applicable attorney-client privileges unless otherwise specifically waived in writing, the records of each shall be available to the other with respect to such defense.

Indemnification Procedures. In the event that case any such action, suit, proceeding or claim for which indemnity may be payable hereunder shall be brought against a SIDCO Indemnified Party providing indemnification or an Advisor Indemnified Party, as applicable (an “Indemnified Party”), and such Indemnified Party shall notify the "Indemnifying applicable indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate in, and to the extent that such indemnifying party shall wish to assume the defense thereof, retain its own counsel reasonably satisfactory to such Indemnified Party") would , subject to the further provisions of this paragraph. After written notice from such indemnifying party to such Indemnified Party of its election to so assume the defense thereof, such indemnifying party shall not be liable to the applicable Indemnified Parties for any additional attorneys’ fees or other Party (expenses of litigation, other than reasonable costs of investigation subsequently incurred by such Indemnified Parties in connection with the "Indemnified Party") is asserted against or sought to be collected by any third persondefense thereof, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party unless (i) whether the employment of counsel by such Indemnified Parties has been authorized in writing by such indemnifying party, such authorization not to be unreasonably withheld or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and delayed; (ii) if it does such Indemnified Parties shall have obtained a written opinion of counsel reasonably acceptable to such indemnifying party that there exists a conflict of interest between such Indemnified Parties and the relevant party in the conduct of the defense of such action or that there are one or more defenses available to such Indemnified Parties that are unavailable to such indemnifying party (in which case such indemnifying party shall not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend direct the defense of such claim action on behalf of such Indemnified Parties); or (iii) such indemnifying party shall not in fact have employed counsel reasonably satisfactory to such Indemnified Parties to assume the defense of such action, in each of which cases the reasonable fees and expenses of counsel utilized by appropriate proceedingssuch Indemnified Parties shall be at THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION COMPANY the expense of such indemnifying party, it being understood, however, that such indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for an Indemnified Party, which proceedings firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, under the circumstances described in clause (ii) above, the applicable Indemnified Parties shall be entitled to retain an additional law firm, in any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, provided such Indemnified Parties have obtained a written opinion of counsel reasonably acceptable to the indemnifying party that a conflict of interest exists that would preclude the use of a single law firm, in which case the indemnifying party shall be liable for the reasonable fees and expenses of counsel designated by the Indemnified Parties in writing. All such fees and expenses which are at the expense of an indemnifying party hereunder shall be promptly settled or prosecuted to a final conclusion, in paid by such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderindemnifying party.

Indemnification Procedures. In 1. If any action is brought against any Indemnified Party based upon any of the event matters for which such Indemnified Party is indemnified hereunder, such Indemnified Party will notify Indemnitor in writing thereof and Indemnitor will promptly assume the defense' thereof, including, the employment of counsel by Indemnitor which is reasonably acceptable to such Indemnified Party and the negotiation of any settlement; provided, however, that any claim failure of such Indemnified Party to notify Indemnitor of such matter will not impair or reduce the obligations of Indemnitor hereunder after such notice. Any Indemnified Party may, at Indemnitor's expense (which expense will be included in Indemnified Liabilities), employ separate counsel (provided that a conflict of interest exists that would preclude the Indemnitor's counsel from representing any such Indemnified Party) in any such action and participate in the defense thereof. If after delivery of timely notice from an Indemnified Party, the Indemnitor fails to discharge or undertake to defend any such Indemnified Party against any Indemnified Liabilities for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the such Indemnified Party shall promptly notify the Indemnifying Party of is indemnified hereunder, such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desiresmay, at its sole cost option and expenseelection, defend or settle such Indemnified Liabilities. The liability of Indenmitor to defend the any Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings hereunder shall be promptly settled or prosecuted to a final conclusion, in conclusively established by such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against provided such claim for which it settlement is liablemade in good faith, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (such liability to include both the settlement consideration and the costs and expenses, including, without limitation, court costs and reasonable attorneys' fees) fees and disbursements, incurred by the such Indemnified Party in connection with effecting such defensesettlement. In such event, such settlement consideration, costs and expenses shall be included in Indemnified Liabilities and Indemnitor shall pay the same as hereinafter provided. Such Indemnified Party's good faith in any such settlement will be conclusively deemed to be established if the liability settlement is made on the advice of the Indemnifying Party hereunderindependent legal counsel for such Indemnified Party.

Indemnification Procedures. In the event that A party entitled to indemnification pursuant to this Agreement (an “Indemnified Party”) shall, with respect to any claim made against such Indemnified Party for which a Party providing indemnification is available, notify the other party (the "“Indemnifying Party"”) would be liable to in writing of the other Party (nature of the "Indemnified Party") is asserted against or sought to be collected by any third person, claim as soon as practicable but not more than ten days after the Indemnified Party shall promptly notify receives notice of the assertion of the claim. Upon receipt of notice of the assertion of a claim, the Indemnifying Party of such claimmay, specifying at its option, assume the nature of such claim and the amount defense of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liabilityso, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right employ counsel reasonably acceptable to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liabilityParty. If Notwithstanding the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseforegoing, the Indemnified Party shall have the right but not the obligation to defend against employ separate counsel and to participate in, and to control any such claimaction, and the amount reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. An Indemnifying Party shall not be liable for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld), nor shall an Indemnifying Party settle any such action without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld). No Indemnifying Party will consent to the entry of any resulting Losses (includingjudgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the claim. Each of the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim for which indemnification is available and shall furnish such records, without limitationinformation, court costs testimony and attorneys' fees) incurred by attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be requested. For purposes of this section 7.3, references to a “claim” shall be construed broadly, so as to encompass all claims made against the Indemnified Party in connection with such defensea legal action for which indemnification is available under this article VII. The Indemnifying Party shall pay all amounts for which it is responsible under this article VII, shall be conclusively deemed to be the liability promptly and in any event within 10 days of the Indemnifying Party hereunderdate any such amounts are incurred.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to Section 8(a), 8(b) or 8(c), such person (the "Indemnifying Party") would be liable to the other Party (the "“Indemnified Party"”) is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the person from whom such indemnity may be sought (the “Indemnifying Party”) in writing (provided that failure to so notify an Indemnifying Party of shall not relieve such claim, specifying the nature of such claim and the amount of the estimated amount thereof Indemnifying Party from any liability hereunder to the extent then feasible (which estimate it is not materially prejudiced as a result thereof and in any event shall not be conclusive relieve it from any liability which it may have otherwise than on account of this indemnity agreement) and the Indemnifying Party, upon request of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party Indemnified Party, shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability retain counsel reasonably satisfactory to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend represent the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that others the Indemnifying Party notifies may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled or prosecuted to a final conclusionat the expense of such Indemnified Party, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If unless (i) the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, and the Indemnified Party shall have mutually agreed in writing to the right but not retention of such counsel or (ii) the obligation named parties to defend against any such claim, proceeding (including any impleaded parties) include both the Indemnifying Party and the amount Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such defense, Indemnified Parties and that all such fees and expenses shall be conclusively deemed reimbursed as they are incurred. Such firm shall be designated in writing by the Underwriter, in the case of parties indemnified pursuant to Section 8(a) above, and by the Company, in the case of parties indemnified pursuant to Section 8(b) above. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the liability of plaintiff, the Indemnifying Party hereunderagrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the first and second sentences of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding.

Indemnification Procedures. Promptly after receipt by an indemnified party under Section ‎7(a) or ‎7(b) hereof of written notice of the commencement of any action or threat thereof, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section ‎7, notify such indemnifying party in writing of the commencement of such action or threat; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party other than under the indemnification provisions of or contemplated by Section ‎7(a) or ‎7(b) hereof and unless and to the extent such indemnifying party is materially prejudiced by such failure. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the event commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any claim for which a Party providing indemnification (other indemnifying party similarly notified, to assume the "Indemnifying Party") would defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other Party than reasonable costs of investigation; provided, that if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the "Indemnified Party"indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) is asserted such action seeks an injunction or equitable relief against any indemnified party or sought to be collected by any third personinvolves actual or alleged criminal activity, the Indemnified Party indemnifying party shall promptly notify not have the Indemnifying Party right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate it shall not be conclusive obligated to pay the fees and expenses of the final amount of more than one counsel for all parties indemnified by such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder indemnifying party with respect to such claim, and unless (iii) if it does not dispute such liabilitythe Services Agreement is still in effect, whether or not it desiresa claim relates to a time when the Services Agreement was in effect, at its sole cost and expensean Arch Entity is an indemnified party, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party Arch shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk retain separate counsel at the expense of the Indemnified Party becoming subject indemnifying party, or (ii) in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, in which case the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party. Such indemnifying party shall not enter into any settlement with a party unless such settlement (i) includes an unconditional release of each indemnified party with respect to any and the amount all claims against each indemnified party and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any resulting Losses (including, indemnified party or commit any indemnified party to take or refrain from taking any action. An indemnified party shall not enter into any settlement without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability consent of the Indemnifying Party hereunderindemnifying party, which consent shall not be unreasonably withheld or delayed.

Indemnification Procedures. In the event that any claim for which a Party providing A party seeking indemnification (the "Indemnifying PartyIndemnitee") would shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be liable sought under this Agreement. The Indemnitee shall give prompt written notice to the other Party party from whom indemnification is sought (the "Indemnified PartyIndemnitor") of the assertion of a claim for indemnification, but in no event longer than twenty (20) days after service of process in the event litigation is asserted commenced against the Indemnitee by a third party, or sought to be collected by any third person, sixty (60) days after the Indemnified Party shall promptly notify the Indemnifying Party assertion of such claim, specifying whichever shall first occur. No such notice of assertion of a claim shall satisfy the nature requirements of this Section 9.2(c) unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the amount Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the estimated amount thereof status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. The Indemnitee agrees to use reasonable efforts to cooperate with the Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party arising out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (indemnification actually paid by the "Indemnity Claim Notice"). The Indemnifying Party Indemnitor and the Indemnitor shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder thereupon be subrogated with respect to such claim, and (ii) if it does not dispute such liability, whether claim or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk claims of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderIndemnitee.

Indemnification Procedures. In Promptly after receipt by an indemnified party of notice of the event that commencement of any action or proceeding involving a claim for which of the type referred to in the foregoing provisions of this Section 7.6, such indemnified party will, if a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") claim in respect thereof is asserted against or sought to be collected by made against any third personindemnifying party, give written notice to each such indemnifying party of the Indemnified Party shall promptly notify the Indemnifying Party commencement of such claimaction; provided, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party failure of any indemnified party to give notice to such indemnifying party as provided herein shall not relieve such indemnifying party of its obligations under the foregoing provisions of this Section 7.6, except and solely to the extent that such indemnifying party is hereby authorized prior actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, each indemnifying party will be entitled to participate in and during to assume the Indemnity Notice Period defense thereof, jointly with any other indemnifying party similarly notified, to file the extent that it may wish, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to such an indemnifying party), and after notice from an indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party will not be liable to such indemnified party for any motion, answer legal or other pleadingexpenses subsequently incurred by the latter in connection with the defense thereof; provided, submission however, that (i) if the indemnified party reasonably determines that there may be a conflict between the positions of such indemnifying party and the indemnified party in conducting the defense of such action or document which it that there may be defenses available to such indemnified party different from or in addition to those available to such indemnifying party, then counsel for the indemnified party shall deem conduct the defense to the extent reasonably determined by such counsel to be necessary or appropriate to protect the interests of the indemnified party and such indemnifying party shall employ separate counsel for its interests. In own defense, (ii) in any event, the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings indemnified party shall be promptly settled or prosecuted entitled to a final conclusion, in have counsel chosen by such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to indemnified party participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseconduct, the Indemnified Party defense and (iii) the indemnifying party shall have bear the right but not legal expenses incurred in connection with the obligation to defend against such claimconduct of, and the amount participation in, the defense as referred to in clauses (i) and (ii) above. If, within a reasonable time after receipt of the notice, such indemnifying party shall not have elected to assume the defense of the action, such indemnifying party shall be responsible for any resulting Losses (including, without limitation, court costs and attorneys' fees) legal or other expenses incurred by the Indemnified Party such indemnified party in connection with such defense, shall be conclusively deemed to be the liability defense of the Indemnifying Party hereunderaction, suit, investigation, inquiry or proceeding. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Indemnification Procedures. In Promptly after receipt by an indemnified party of notice of the event that commencement of any action or proceeding involving a claim for which of the type referred to in the foregoing provisions of this Section 4, such indemnified party will, if a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") claim in respect thereof is asserted against or sought to be collected by made against any third personindemnifying party, give written notice to each such indemnifying party of the Indemnified Party shall promptly notify the Indemnifying Party commencement of such claimaction; provided, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party failure of any indemnified party to give notice to such indemnifying party as provided herein shall not relieve such indemnifying party of its obligations under the foregoing provisions of this Section 4, except and solely to the extent that such indemnifying party is hereby authorized prior actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, each indemnifying party will be entitled to participate in and during to assume the Indemnity Notice Period defense thereof, jointly with any other indemnifying party similarly notified, to file the extent that it may wish, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to such an indemnifying party), and after notice from an indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party will not be liable to such indemnified party for any motion, answer legal or other pleadingexpenses subsequently incurred by the latter in connection with the defense thereof; provided, submission however, that (i) if the indemnified party reasonably determines that there may be a conflict between the positions of such indemnifying party and the indemnified party in conducting the defense of such action or document which it that there may be defenses available to such indemnified party different from or in addition to those available to such indemnifying party, then counsel for the indemnified party shall deem be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary or appropriate to protect the interests of the indemnified party and such indemnifying party shall employ separate counsel for its interests. In own defense, (ii) in any event, the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings indemnified party shall be promptly settled or prosecuted entitled to a final conclusion, in have counsel chosen by such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to indemnified party participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseconduct, the Indemnified Party defense and (iii) the indemnifying party shall have bear the right but not legal expenses incurred in connection with the obligation to defend against such claimconduct of, and the amount participation in, the defense as referred to in clauses (i) and (ii) above. If, within a reasonable time after receipt of the notice, such indemnifying party shall not have elected to assume the defense of the action, such indemnifying party shall be responsible for any resulting Losses (including, without limitation, court costs and attorneys' fees) legal or other expenses incurred by the Indemnified Party such indemnified party in connection with such defense, shall be conclusively deemed to be the liability defense of the Indemnifying Party hereunderaction, suit, investigation, inquiry or proceeding. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Indemnification Procedures. In the event that Whenever any claim shall arise for which a Party providing indemnification (hereunder, the "Indemnifying Party") would be liable party entitled to the other Party indemnification (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature provide written notice of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) other party (the "Indemnity Claim NoticeIndemnifying Party"). The In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desiresParty, at its sole cost and expense, expense and upon written notice to defend the Indemnified Party against Party, may assume the defense of any such claim; provided however, that Action with counsel reasonably satisfactory to the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsParty. In the event that the Indemnifying Party notifies the The Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires entitled to participate in, but not control, in the defense of any such defense or settlementAction, it may do so with its own counsel and at its own cost and expense; provided, that the fees and disbursements of such counsel shall be reimbursable by the Indemnifying Party if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are inconsistent or contradictory to those available to the Indemnifying Party or (B) there exists a conflict of interest between the counsel engaged by the Indemnifying Party and the Indemnified Party that cannot be waived. If the Indemnifying Party elects does not to defend against assume the defense of any such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseAction, the Indemnified Party may, but shall have the right but not the obligation to be obligated to, defend against such claimAction in such manner as it may deem appropriate at the expense of the Indemnifying Party, and the amount of any resulting Losses (including, without limitationbut not limited to, court costs settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and attorneys' fees) incurred no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld or delayed), unless such settlement is made on terms that do not result in any liability, restriction or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for (A) the full and unconditional release of each Indemnified Party from all liabilities and obligations in connection with such defenseAction and (B) does not include a statement as to or admission of fault, shall be conclusively deemed culpability or a failure to be the liability act by or on behalf of the Indemnifying Party hereunder.any Indemnified Party

Indemnification Procedures. In the event that any claim for which a The Party providing indemnification claiming indemnity under this Article ‎10 (the "“Indemnified Party”) shall give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party"”) would be liable to the other Party promptly and in no event later than *** after learning of a written claim (the "“Indemnified Party") is asserted against or sought to be collected Claim”). Failure by any third person, the an Indemnified Party to give notice of an Indemnified Claim within *** of receiving a writing reflecting such Claim shall promptly notify not relieve the Indemnifying Party of such claim, specifying the nature of such claim its indemnification obligations hereunder except and the amount of the estimated amount thereof solely to the extent then feasible (which estimate shall not be conclusive of the final amount that such Indemnifying Party is actually prejudiced as a result of such claim) (the "Indemnity Claim Notice")failure to give such notice. The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk assume the conduct and defense of the Indemnified Claim with counsel of its choice so long as the Indemnifying Party becoming subject is conducting a good faith and diligent defense; provided that, the Indemnifying Party shall not have the right to liabilityassume any Indemnified Claim if (x) the Indemnifying Party fails to provide reasonable evidence of its ability and willingness to satisfy such claim, or (y) such claim involves a criminal or regulatory enforcement action. If The Indemnified Party shall provide the Indemnifying Party with reasonable assistance in connection with the defense of the Indemnified Claim. The Indemnified Party may monitor such defense with counsel of its own choosing at its sole expense; provided, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnifying Party and the Indemnified Party desires to participate inin respect of such claim, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but to employ separate counsel to represent such Indemnified Party with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. The Indemnifying Party may not settle the obligation to defend against Indemnified Claim without the prior written consent of the Indemnified Party, such claimconsent shall not be unreasonably withheld, delayed or conditioned. In no event shall the Indemnifying Party settle the Indemnified Claim unless such settlement provides an unconditional and full release of the amount Indemnified Party. If the Indemnifying Party does not assume and conduct the defense of any resulting Losses the Indemnified Claim as provided above: (including, without limitation, court costs and attorneys' feesa) incurred by the Indemnified Party may assume and conduct the defense of the Indemnified claim at the Indemnifying Party’s expense; (b) the Indemnified Party may consent to the entry of any judgment or enter into any settlement with respect to the Indemnified Claim in connection with such defenseany manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, shall be conclusively deemed to be the liability of or obtain any consent from, the Indemnifying Party hereunderin connection therewith); and (c) the Indemnifying Party will remain responsible to indemnify the Indemnified Party for Indemnified Amounts as provided in this Article ‎10.

Indemnification Procedures. (a) In the event that indemnification, compensation or reimbursement may be sought under this Section 6 (an “Indemnification Claim”) in connection with (i) any action, suit or proceeding that may be instituted or (ii) any claim for which that may be asserted, in any such case, by any Person not a party to this Agreement (a “Third Party providing indemnification Claim”), the party seeking indemnification, compensation or reimbursement hereunder (the "“Indemnified Party”) shall promptly cause written notice of the assertion of such Indemnification Claim to be delivered to the party from whom indemnification, compensation or reimbursement hereunder is sought (the “Indemnifying Party"”) would be liable (with a copy to the other Party (Escrow Agent if the "Indemnified Party"Indemnification Claim involves recovery against the Indemnification Escrow Deposit) is asserted against or sought prior to be collected by any third personthe applicable survival date set forth in Section 6.1; provided, however, that no delay on the part of the Indemnified Party in giving any such notice shall promptly notify relieve the Indemnifying Party of such claimany indemnification, specifying the nature of such claim compensation or reimbursement obligation hereunder unless (and the amount of the estimated amount thereof then solely to the extent then feasible (which estimate that) the Indemnifying Party is materially prejudiced by such delay. The Indemnified Party shall not have the right, at its sole option and expense, to be conclusive represented by counsel of the final amount of such claim) (the "Indemnity Claim Notice")its choice, and to defend against, negotiate, settle or otherwise deal with any Indemnification Claim. The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desiresmay participate, at its sole cost and own expense, to defend in the Indemnified Party against defense of such claimIndemnification Claim; provided provided, however, that the Indemnified Party shall control such defense, negotiation or settlement. At the Indemnifying Party’s request, the Indemnified Party shall provide the Indemnifying Party with updates as to the status of such Indemnification Claim and any other material information in respect of such claim as the Indemnifying Party may reasonably request. Each Indemnifying Party shall make available to the Indemnified Party any documents and materials in such Indemnifying Party’s possession or control that may be necessary to the defense of any Indemnification Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is hereby authorized prior to made by the applicable third party claimant, and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then in writing of the Indemnifying Party shall have Party’s willingness to accept the right settlement offer and, subject to defend the applicable limitations of Section 6.5, pay the amount called for by such claim by appropriate proceedingsoffer, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of and the Indemnified Party becoming subject declines to liability. If the Indemnified Party desires to participate in, but not control, any accept such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseoffer, the Indemnified Party shall have may continue to contest such Indemnification Claim, free of any participation by the right but not the obligation to defend against such claimIndemnifying Party, and the amount of any resulting ultimate liability with respect to such Indemnification Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (1) the amount of the settlement offer that the Indemnified Party declined to accept plus the Losses of the Indemnified Party relating to such Indemnification Claim through the date of its rejection of the settlement offer; or (including2) the aggregate Losses of the Indemnified Party with respect to such Indemnification Claim. No settlement of any Third Party Claim will be determinative of the existence or amount of Losses relating to such Third Party Claim, without limitationexcept with the consent of the Stockholders’ Representative, court costs and attorneys' fees) incurred which consent shall not be unreasonably withheld, conditioned or delayed. If the Stockholders’ Representative has consented to any such settlement, adjustment or compromise, the Stockholders or the consenting Indemnifying Parties, as applicable, shall have no power or authority to object under any provision of this Section 6 to the existence or amount of such settlement, adjustment or compromise constituting such Losses but shall not be an admission of any indemnification obligations under this Section 6. In the event that the losses claimed by the Indemnified Party, including in a claim that has been settled without the Stockholders’ Representative’s consent or in which the Indemnified Party in connection with such defensehas ultimately prevailed, including defense costs, the Indemnified Party shall not be conclusively entitled to recover from the Stockholders the portion of the defense costs that are deemed to be excessive by the liability Arbitrator or any court of the Indemnifying Party hereunderlaw having jurisdiction over such dispute.

Indemnification Procedures. In the event that any claim for which a The Party providing indemnification claiming indemnity under this Article 10 (the "“Indemnified Party”) shall give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party"”) would be liable to the other Party promptly and in no event later than [**] after learning of a written claim (the "“Indemnified Party") is asserted against or sought to be collected Claim”). Failure by any third person, the an Indemnified Party to give notice of an Indemnified Claim within [**] of receiving a writing reflecting such Claim shall promptly notify not relieve the Indemnifying Party of such claim, specifying the nature of such claim its indemnification obligations hereunder except and the amount of the estimated amount thereof solely to the extent then feasible (which estimate shall not be conclusive of the final amount that such Indemnifying Party is actually prejudiced as a result of such claim) (the "Indemnity Claim Notice")failure to give such notice. The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk assume the conduct and defense of the Indemnified Claim with counsel of its choice so long as the Indemnifying Party becoming subject is conducting a good faith and diligent defense; provided that, the Indemnifying Party shall not have the right to liabilityassume any Indemnified Claim if (x) the Indemnifying Party fails to provide reasonable evidence of its ability and willingness to satisfy such claim, or (y) such claim involves a criminal or regulatory enforcement action. If The Indemnified Party shall provide the Indemnifying Party with reasonable assistance in connection with the defense of the Indemnified Claim. The Indemnified Party may monitor such defense with counsel of its own choosing at its sole expense; provided, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnifying Party and the Indemnified Party desires to participate inin respect of such claim, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but to employ separate counsel to represent such Indemnified Party with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. The Indemnifying Party may not settle the obligation to defend against Indemnified Claim without the prior written consent of the Indemnified Party, such claimconsent shall not be unreasonably withheld, delayed or conditioned. In no event shall the Indemnifying Party settle the Indemnified Claim unless such settlement provides an unconditional and full release of the amount Indemnified Party. If the Indemnifying Party does not assume and conduct the defense of any resulting Losses the Indemnified Claim as provided above: (including, without limitation, court costs and attorneys' feesa) incurred by the Indemnified Party may assume and conduct the defense of the Indemnified claim at the Indemnifying Party’s expense; (b) the Indemnified Party may consent to the entry of any judgment or enter into any settlement with respect to the Indemnified Claim in connection with such defenseany manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, shall be conclusively deemed to be the liability of or obtain any consent from, the Indemnifying Party hereunderin connection therewith); and (c) the Indemnifying Party will remain responsible to indemnify the Indemnified Party for Indemnified Amounts as provided in this Article 10.

Indemnification Procedures. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 6, such person (an "Indemnified Party") shall promptly notify the event that any claim for which a Party providing indemnification person against whom such indemnity may be sought (the "Indemnifying Party") would be liable in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the other Party (the "such Indemnified Party") is asserted against or sought to be collected by , and shall assume the payment of all fees and expenses; provided that the failure of any third person, the Indemnified Party shall promptly so to notify the Indemnifying Party shall not relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof its obligations hereunder except to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability and only to the Indemnified Party hereunder with respect to such claim, and (iiextent that) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled or prosecuted to a final conclusion, in at the expense of such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If unless (a) the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, and the Indemnified Party shall have mutually agreed to the right but not retention of such counsel or (b) in the obligation to defend against reasonable judgment of such claim, and the amount Indemnified Party representation of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred both parties by the Indemnified same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such defenseIndemnified Parties (including in the case of Buyer, all of its officers, directors and controlling persons) and that all such fees and expenses shall be conclusively deemed reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the liability of plaintiff, the Indemnifying Party hereundershall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Indemnification Procedures. In the event that case of any claim for which entitling a party hereto to indemnification (the "Indemnified Party"), notice will be given by the Indemnified Party providing to the party required to provide indemnification (the "Indemnifying Party") would promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be liable sought, and the Indemnified Party will permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom; provided that (i) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation will be reasonably satisfactory to the other Party (the "Indemnified Party", (ii) is asserted against or sought to be collected the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iii) the omission by any third personIndemnified Party to give notice as provided herein will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, will consent (unless it has been unsuccessful after having used all reasonable commercial efforts to obtain such) to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification thereunder or any proposed settlement of any such claim by the Indemnifying Party would materially and adversely affect the Indemnified Party's Tax liability or the ability of the Indemnified Party to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall promptly notify will have the right at all times to take over and assume control over the defense, settlement, negotiations, or litigation relating to any such claim at the sole cost of the Indemnifying Party of such claimParty, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify provided that if the Indemnified Party (i) whether or not it disputes its liability to does so take over and assume control, the Indemnified Party hereunder with respect will not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsbe unreasonably withheld. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then accept the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner defense of any matter as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseprovided, the Indemnified Party shall will have the full right but not the obligation to defend against any such claimclaim or demand and will be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party will cooperate in connection the defense of any claim or litigation subject to this Section 4 and the records of each will be available to the other with respect to such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunder.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to either Section 6(a) or 6(b), such person (the "Indemnifying Party") would be liable to the other Party (the "“Indemnified Party"”) is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the person from whom such indemnity may be sought (the “Indemnifying Party of such claim, specifying the nature of such claim Party”) in writing and the amount Indemnifying Party, upon request of the estimated amount thereof to the extent then feasible (which estimate Indemnified Party, shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability retain counsel reasonably satisfactory to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend represent the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that others the Indemnifying Party notifies may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled or prosecuted to a final conclusionat the expense of such Indemnified Party, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If unless (i) the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, and the Indemnified Party shall have mutually agreed in writing to the right but not retention of such counsel or (ii) the obligation named parties to defend against any such claim, proceeding (including any impleaded parties) include both the Indemnifying Party and the amount Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such defense, indemnified parties and that all such fees and expenses shall be conclusively deemed reimbursed as they are incurred. Such firm shall be designated in writing by the Representative, in the case of parties indemnified pursuant to Section 6(a) above, and by the Company, in the case of parties indemnified pursuant to Section 6(b) above. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to Section 6(h) hereof in respect of such action or proceeding, then in addition to such separate firm for the liability Indemnified Parties, the Indemnifying Parties shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for the Independent Underwriter in its capacity as a “qualified independent underwriter” and all persons, if any, who control the Independent Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party hereunderagrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the first and second sentences of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding.

Indemnification Procedures. In The Party claiming indemnity under this Article 11 (the event that any claim “Indemnified Party”) shall give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of the claim, suit, proceeding or cause of action for which a Party providing indemnification indemnity is being sought (the "“Claim”). The Indemnifying Party") would ’s obligation to defend, indemnify, and hold harmless pursuant to Section 11.1 or 11.2, as applicable, shall be liable reduced to the other Party (extent the "Indemnified Party") ’s delay in providing notification pursuant to the previous sentence results in prejudice to the Indemnifying Party. At its option, the Indemnifying Party may assume the defense of any Claim for which indemnity is asserted against or being sought by giving written notice to be collected by any third person, the Indemnified Party within […***…] days after receipt of the notice of the Claim. The assumption of defense of the Claim shall promptly notify not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute waiver by the Indemnifying Party of such claim, specifying any defenses it may assert against the nature of such Indemnified Party’s claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice")for indemnification. The Indemnified Party shall provide the Indemnifying Party shall have thirty (30) days from its receipt of with reasonable assistance, at the Indemnity Claim Notice (Indemnifying Party’s expense, in connection with the "Indemnity Notice Period") to notify the defense. The Indemnified Party (i) whether or not it disputes may participate in and monitor such defense with counsel of its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, own choosing at its sole cost and expense; provided, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid not settle any risk Claim without the prior written consent of the Indemnified Party becoming subject Party, not to liabilitybe unreasonably withheld, conditioned or delayed, Amended and Restated License and Collaboration Agreement unless the settlement involves only the payment of money. If the The Indemnified Party desires to participate in, but shall not control, settle any such defense Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or settlement, it may do so at its own cost and expensedelayed. If the Indemnifying Party elects does not to defend against such claim for which it is liable, whether by not giving timely notice assume and conduct the defense of the Claim as provided above or otherwiseabove, (a) the Indemnified Party shall have the right but not the obligation to may defend against such claimagainst, and consent to the amount entry of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by judgment or enter into any settlement with respect to the Claim in any manner the Indemnified Party in connection with such defensemay deem reasonably appropriate (and the Indemnified Party need not consult with, shall be conclusively deemed to be the liability of or obtain any consent from, the Indemnifying Party hereunderin connection therewith), and (b) the Indemnified Party reserves any right it may have under this Article 11 to obtain indemnification from the Indemnifying Party.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which a Party providing indemnification indemnity may be sought pursuant to either paragraph (a) or (b) above, such Person (the "Indemnifying PartyINDEMNIFIED PARTY") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of Person against whom such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not indemnity may be conclusive of the final amount of such claim) sought (the "Indemnity Claim NoticeINDEMNIFYING PARTY")) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceedings and shall pay the fees and disbursements of such counsel relating to such proceeding. The Indemnifying Party shall have thirty (30) days from its receipt failure of the Indemnity Claim Notice (the "Indemnity Notice Period") an indemnified party to notify the Indemnified Party indemnifying party with respect to a particular proceeding shall not relieve the indemnifying party from any obligation or liability (i) whether which it may have pursuant to this Agreement if the indemnifying party is not substantially prejudiced by such failure to so notify it or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate may have otherwise than pursuant to protect its intereststhis Agreement. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute any such liability and desires to defend against such claimproceeding, then the Indemnifying Party any indemnified party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, or prosecuted (ii) the indemnifying party fails within a reasonable time to assume the defense of such proceeding or fails to employ counsel reasonably satisfactory to such indemnified party, or (iii) (A) the named parties to any such proceeding (including any impleaded parties) include both such indemnified party or an Affiliate of such indemnified party and any indemnifying party or an Affiliate of such indemnifying party, (B) there may be one or more defenses available to such indemnified party or any Affiliate of such indemnified party that are different from or additional to those available to any indemnifying party or any Affiliate of any indemnifying party and (C) such indemnified party shall have been advised by such counsel that there may exist a final conclusionconflict of interest between or among such indemnified party or any Affiliate of such indemnified party and such indemnifying party or any Affiliate of such indemnifying party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ a manner as to avoid any risk single separate counsel of its choice (other than local counsel) at the reasonable expense of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseindemnifying party, the Indemnified Party indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying party, it being understood, however, that unless there exists a conflict among indemnified parties, the indemnifying parties shall not, in connection with any one such proceeding or separate but substantially similar or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for more than the reasonable fees and expenses of one separate firm of attorneys (together with appropriate local counsel) at any time for such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the obligation plaintiff, the indemnifying party agrees to defend indemnify each indemnified party from and against any loss or liability by reason of such claimsettlement or judgment. No indemnifying party shall, without the prior written consent of each indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is a party, and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on all claims that are the amount subject matter of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred such proceeding with no payment by the Indemnified Party such indemnified party of consideration in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereundersettlement.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to this Section 5, such person (the "Indemnifying PartyINDEMNIFIED PARTY") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of person against whom such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not indemnity may be conclusive of the final amount of such claim) sought (the "Indemnity Claim NoticeINDEMNIFYING PARTY"). The Indemnifying Party shall have thirty (30) days from its receipt in writing and the indemnifying party, upon request of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability indemnified party, shall retain counsel reasonably satisfactory to the Indemnified Party hereunder with respect indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsproceeding. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute any such liability and desires to defend against such claimproceeding, then the Indemnifying Party any indemnified party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or prosecuted (ii) the named parties to a final conclusionany such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in such a manner as to avoid any risk respect of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount legal expenses of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties, and that all such defense, fees and expenses shall be conclusively deemed to reimbursed as they are incurred. In the case of any such separate firm for the Electing Holders and such control persons of any Electing Holders, such firm shall be designated in writing by the liability Electing Holders holding a majority of the Indemnifying Party hereunderRegistrable Securities covered by the Shelf Registration Statement. In the case of any such separate firm for the Company and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for the reasonable fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Indemnification Procedures. All claims for indemnification by a party under this Article IX (the party claiming indemnification and the party against whom such claims are being asserted being referred to hereinafter the "Indemnified Party" or the "Indemnifying Party," respectively), shall be asserted and resolved as follows: In the event that any claim or demand for which a an Indemnifying Party providing indemnification (the "Indemnifying Party") would be liable to the other an Indemnified Party (the "Indemnified Party") is asserted against or sought to be collected from such Indemnified Party by any a third personparty, the such Indemnified Party shall promptly notify with reasonable promptness give notice (the "Claim Notice") to the Indemnifying Party of such claimclaim or demand, specifying the nature of and a specific basis for such claim or demand and the amount of or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"claim or demand). The Indemnifying Party shall not be obligated to indemnify the Indemnified Party under this Agreement with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the terms of this Agreement, and as a result of such failure, the Indemnifying Party's ability to defend against the claim or demand is materially prejudiced. The Indemnifying Party shall have thirty twenty (3020) days from the day of its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its the liability of the Indemnifying Party to the Indemnified Party hereunder hereunder, with respect to such claimclaim or demand, and (ii) if it does not dispute such liability, whether or not it desires, at its sole the cost and expenseexpense of the Indemnifying Party, to defend the Indemnified Party against such claimclaim or demand; provided provided, however, that the any Indemnified Party is hereby authorized authorized, but is not obligated, prior to and during the Indemnity Notice Period Period, to file any motion, answer or other pleading, submission or document which pleading that it shall deem necessary or appropriate to protect its interestsinterests or those of the Indemnifying Party. In the event that If the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend the Indemnified Party against such claimclaim or demand, then the Indemnifying Party shall have the right to defend such control the defense against the claim by all appropriate proceedingsproceedings and any settlement negotiations, which proceedings shall be promptly settled or prosecuted provided that to a final conclusion, in such a manner as to avoid any risk the satisfaction of the Indemnified Party, the Indemnifying Party becoming subject to liabilityshall secure the Indemnified Party against such contested claims by providing adequate security. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own sole cost and expense. If the Indemnifying Party fails to respond to the Indemnified Party within the Notice Period, elects not to defend against the Indemnified Party, or after electing to defend, fails to commence or reasonably pursue such claim for which it is liabledefense, whether by not giving timely notice as provided above or otherwisethen, the Indemnified Party shall have the right right, but not the obligation obligation, to defend against such claimundertake or continue the defense of, and to compromise or settle (exercising reasonable business judgment), the amount claim or other matter all on behalf of, for the account and at the risk of any resulting Losses (includingthe Indemnifying Party. If requested by the Indemnifying Party, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party agrees, at the Indemnifying Party's expense and upon presentation of adequate security for the payment of such expenses, to cooperate with the Indemnifying Party and its counsel in connection with contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the matter in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross-complaint against any such defenseperson. Notwithstanding the foregoing, shall no claim as to which indemnification is sought under the provisions of this Agreement may be conclusively deemed to be settled in any event without the liability prior written consent of the Indemnifying Party hereunderParty, which shall not be unreasonably delayed, denied or withheld.

Indemnification Procedures. In the event that any claim If an Indemnified Party has reasonable cause to believe it has grounds for which indemnification under this Agreement, it will promptly deliver a Party providing indemnification (the "Indemnifying Party") would be liable notice of its Indemnification Request to the other Party (the "Indemnified “Indemnifying Party") ”), setting forth with reasonable particularity the grounds for the Indemnification Request. If there is asserted against any Indemnification Request by a Person not a party to this Agreement (a “Third Party Indemnification Request”) including, without limitation, a Indemnification Request demanding that the Indemnified Party take any action in respect of or sought relating to be collected by any third personthe Policies or the Software Platform, the Indemnified Party shall promptly must notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount in writing of the estimated amount thereof Third Party Indemnification Request as soon as practicable but no later than [***] after receipt by such Indemnified Party of written notice of the Third Party Indemnification Request. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, as soon as practicable after receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party Table of Contents CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. relating to the Third Party Indemnification Request. The failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent then feasible (which estimate shall not be conclusive of the final amount Indemnifying Party demonstrates that the defense of such claim) (action is prejudiced by the "Indemnity Claim Notice")Indemnified Party’s failure to give such notice. The Indemnifying Party shall have thirty (30) days from its receipt will be entitled to participate in the defense of a Third Party Indemnification Request made against an Indemnified Party and, if it so chooses, to assume the control of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes defense thereof with counsel of its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expensechoosing. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseassume the control of the defense of a Third Party Indemnification Request, the Indemnified Party shall have will (a) cooperate fully with the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Indemnifying Party in connection with such defense, shall be conclusively deemed (b) not admit any liability with respect to, or settle, compromise or discharge any Third Party Indemnification Request without the Indemnifying Party’s prior written consent and (c) agree to be the liability any settlement, compromise or discharge of a Third Party Indemnification Request which the Indemnifying Party hereundermay recommend and which by its terms (i) includes a release of all covered claims in connection with such Third Party Indemnification Request, (ii) contains no admission of liability or wrongdoing on the part of the Indemnified Party, and (iii) imposes no obligation or liability on the Indemnified Party. In the event the Indemnifying Party will assume the control of the defense of any Third Party Indemnification Request as provided above, the Indemnified Party will be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not so assume the control of the defense of any Third Party Indemnification Request, the Indemnifying Party will be entitled to participate in (but not control) the defense of such Third Party Indemnification Request with its own counsel at its own expense.

Indemnification Procedures. In the event that any claim for which Promptly after receipt by a Party providing seeking indemnification under this Section 8 (an “Indemnitee”) of notice of any pending or threatened Claim against it, such Indemnitee shall give written notice thereof to the Party from whom the Indemnitee is entitled to seek indemnification pursuant to this Section 8 (the "“Indemnifying Party") would be liable ”); provided, that the failure so to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party shall not relieve it of such claimany liability that it may have to any Indemnitee hereunder, specifying the nature of such claim and the amount of the estimated amount thereof except to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice")Indemnifying Party demonstrates that it is materially prejudiced thereby. The Indemnifying Party shall have thirty be entitled to participate in the defense of such Claim and, to the extent that it elects within seven (307) days from of its receipt of notice of the Indemnity Claim Notice from the Indemnitee, to assume control of the defense of such Claim (the "Indemnity Notice Period") to notify the Indemnified Party unless (i) whether or not it disputes its liability to the Indemnified Indemnifying Party hereunder with respect is also a party to such claimproceeding and the Indemnifying Party has asserted a cross claim against the Indemnitee or a court has otherwise determined that such that joint representation would be inappropriate, and or (ii) if it does not dispute such liability, whether or not it desires, at the Indemnifying Party fails to provide reasonable assurance to the Indemnitee of its sole cost and expense, financial capacity to defend the Indemnified Party against Indemnitee in such claim; provided howeverProceeding) with counsel reasonably satisfactory to the Indemnitee and, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that after notice from the Indemnifying Party notifies to the Indemnified Party within Indemnitee of its election to assume the Indemnity Notice Period that it does not dispute defense of such liability and desires to defend against such claimClaim, then the Indemnifying Party shall have not, as long as it diligently conducts such defense, be liable to the right to defend such claim Indemnitee for any Litigation Costs subsequently incurred by appropriate proceedings, which proceedings the Indemnitee. The Indemnitee shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If provide the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of information and assistance as the Indemnifying Party hereundermay reasonably request with regard to the Claim. No compromise or settlement of any Claim may be effected by the Indemnifying Party without the Indemnitee’s written consent, which consent shall not be unreasonably withheld or delayed, unless (a) there is no finding or admission of any violation of Law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, (b) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (c) the Indemnitee’s rights under this Agreement are not restricted by such compromise or settlement.

Indemnification Procedures. In Promptly after receipt by an indemnified party of notice of the event that commencement of any action or proceeding involving a claim for which of the type referred to in the foregoing provisions of this Section 6, such indemnified party will, if a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") claim in respect thereof is asserted against or sought to be collected by made against any third personindemnifying party, give written notice to each such indemnifying party of the Indemnified Party shall promptly notify the Indemnifying Party commencement of such claimaction; provided, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party failure of any indemnified party to give notice to such indemnifying party as provided herein shall not relieve such indemnifying party of its obligations under the foregoing provisions of this Section 6, except and solely to the extent that such indemnifying party is hereby authorized prior actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, each indemnifying party will be entitled to participate in and during to assume the Indemnity Notice Period defense thereof, jointly with any other indemnifying party similarly notified, to file the extent that it may wish, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to such an indemnifying party), and after notice from an indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party will not be liable to such indemnified party for any motion, answer legal or other pleadingexpenses subsequently incurred by the latter in connection with the defense thereof; provided, submission however, that (i) if there is a material conflict between the positions of such indemnifying party and the indemnified party in conducting the defense of such action or document which it that there may be defenses available to such indemnified party different from or in addition to those available to such indemnifying party, then counsel for the indemnified party shall deem conduct the defense to the extent in good faith determined by such counsel to be necessary or appropriate to protect the interests of the indemnified party and such indemnifying party shall employ separate counsel for its interests. In own defense, (ii) in any event, the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings indemnified party shall be promptly settled or prosecuted entitled to a final conclusion, in have counsel chosen by such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to indemnified party participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseconduct, the Indemnified Party defense and (iii) the indemnifying party shall have bear the right but not legal expenses incurred in connection with the obligation to defend against such claimconduct of, and the amount participation in, the defense as referred to in clauses (i) and (ii) above. If, within a reasonable time after receipt of the notice, such indemnifying party shall not have elected to assume the defense of the action, such indemnifying party shall be responsible for any resulting Losses (including, without limitation, court costs and attorneys' fees) legal or other expenses incurred by the Indemnified Party such indemnified party in connection with such defense, shall be conclusively deemed to be the liability defense of the Indemnifying Party hereunderaction, suit, investigation, inquiry or proceeding. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Indemnification Procedures. In the event that any claim for which a Party providing indemnification (the "Indemnifying Party"a) would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the The applicable Indemnified Party shall promptly notify the other (as applicable, the “Indemnifying Party”) of the commencement of any action for which indemnification may be sought hereunder, but the failure to so timely notify the Indemnifying Party of such claim, specifying will not relieve the nature of such claim Indemnifying Party from liability hereunder unless and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice")Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days from its receipt be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of the Indemnity Claim Notice (the "Indemnity Notice Period") Indemnifying Party’s choice at its expense, provided, however, that such counsel shall be reasonably satisfactory to notify the Indemnified Party (in which case, the Indemnified Party will have the right to employ separate counsel and to participate in the defense of such action at the Indemnifying Party’s expense). Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume the defense of such action on the Indemnified Party’s behalf and the Indemnified Party will have the right to employ one separate counsel (plus local counsel, if required, in any jurisdiction) for such defense, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel (and local counsel) if (i) whether or the Indemnifying Party shall not it disputes its liability have employed counsel reasonably satisfactory to the Indemnified Party hereunder with respect to within a reasonable time after notice of the institution of such claim, and action; (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that use of counsel chosen by the Indemnifying Party notifies would present such counsel with a conflict of interest; or (iii) the Indemnified Party within the Indemnity Notice Period that it does not dispute actual or potential defendants in, or targets of, any such liability and desires to defend against such claim, then action include both the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of and the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate inParty, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation reasonably concluded that there may be legal defenses available to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, which are different from or additional to those available to the Indemnifying Party. The Indemnifying Party shall not be conclusively deemed liable for any settlement of any action for which indemnification is sought hereunder effected without its written consent (not to be the liability of the Indemnifying Party hereunderunreasonably withheld, conditioned, or delayed).