Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution, Promptly after receipt of notice of the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy commencement of any and all Indemnified Parties for the breach of action by a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party party seeking to be indemnified under this AgreementSection 17 (the “Indemnified Party”), such the Indemnified Party will, if a claim in respect thereof is to be made against a party shall give against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense writing of the Indemnified Partycommencement thereof; provided, however, that the fees and expenses of such separate counsel shall be at the expense of omission to notify the Indemnifying Party if (i) will not relieve the Indemnifying Party has agreed from any liability which it may have to pay any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such fees and expenses, (ii) omission results in the forfeiture by the Indemnifying Party shall have failed of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such action Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding and employ counsel satisfactory to involving the Indemnifying Party will be commenced by the Indemnified Party in any such action connection with the Agreement, or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Partytransactions contemplated under this Agreement, and the Indemnified Party shall have been advised such proceeding will be finally determined by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation a court of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, competent jurisdiction in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense favor of the Indemnifying Party, the Indemnifying Indemnified Party shall not have the right will be liable to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with for any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable attorney’s fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one direct costs relating to such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Partiesproceedings. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless indemnifications provided in this Section 17 will survive the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions termination of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceAgreement.

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall will have the right to employ separate its own counsel in any such action and in addition to participate in the defense thereof at the expense counsel of the Indemnified Indemnifying Party; provided, however, that but the fees and expenses of such separate counsel shall will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Indemnifying Party if Party, (ib) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed not in fact employed counsel to assume the defense of such action or proceeding and employ counsel satisfactory to within a reasonable time after receiving notice of the Indemnified Party in any such action or proceeding commencement of the action, or (iiic) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Indemnifying Party and the Indemnifying Partyone or more Indemnified Parties, and the Indemnified Party Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to it them which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the such Indemnified Party Parties by the same counsel would be inappropriate or contrary to prudent practice, practice (in which case, if the such Indemnified Party notifies Parties notify the Indemnifying Party in writing that it elects they elect 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 action or proceeding on behalf of such Indemnified PartyParties, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Seller Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company Seller in respect of the Company Seller Parties, by the Representative Underwriters in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and all such fees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below Each of the Company’s obligations in Section 6 4.1 and Provider’s obligations in Section 4.2 above (each of Company and Provider, as applicable, the “Indemnifying Party”) are contingent upon the Provider Indemnitee or the Company Indemnitee, as applicable (each, the “Indemnitee”), promptly notifying the Indemnifying Party in writing of the Third Party Claim and, except with respect to contributionTaxes, promptly tendering the control of the defense and settlement of any such Third Party Claim to the Indemnifying Party at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel. In connection with the foregoing, the indemnification provided herein by an obligation of Indemnifying Party to the Indemnitee shall be the exclusive remedy of any reduced if and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume extent the defense failure of an Indemnitee to provide such notice and tender of control actually prejudices the outcome of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Partyclaim; provided, however, that the fees and expenses foregoing notice requirement shall not apply if Provider or one of its Affiliates is the Managing Member at such separate counsel time. The Indemnitee shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and also cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such Third Party Claim and the Indemnified Indemnitee may join in defense with counsel of its choice at its own expense. An Indemnifying Party shall have may not, without the prior written consent (such consent not to be unreasonably withheld) of an Indemnitee, settle, compromise or consent to the entry of any judgment regarding a Third Party Claim the defense of which has been advised assumed by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party unless such settlement, compromise or consent (i) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnitee; and (Bii) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the representation business of the Indemnifying Indemnitee or any of the Indemnitee’s Affiliates. An Indemnitee may not settle, compromise or consent to the entry of any judgment regarding any Third Party Claim for which indemnification is sought and the Indemnified Party defense of which has not been assumed by the same counsel would be inappropriate or contrary to prudent practiceIndemnifying Party, in which case, if without the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense prior written consent of the Indemnifying Party, the such consent not to be unreasonably withheld or delayed. Each Indemnifying Party shall not have the right to assume the defense of such action Party’s obligations under Section 4.1 or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security PartiesSection 4.2, as applicable, shall survive the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim expiration or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions termination of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceAgreement.

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution, Promptly after receipt of notice of the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy commencement of any and all Indemnified Parties for the breach of action by a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party party seeking to be indemnified under this AgreementSection 19 (the "Indemnified Party"), such the Indemnified Party shall, if a claim in respect thereof is to be made against a party shall give against whom indemnification is sought under this Section 19 (the "Indemnifying Party"), notify the Indemnifying Party written in writing of the commencement thereof; PROVIDED, HOWEVER, that the omission to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions hereof, and shall relieve it from liability hereunder only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or telegraphic defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action or claim reasonably promptly after receipt of written notice thereof. The action, the Indemnifying Party shall be entitled to participate in any such action and, upon notice to the Indemnified Partyextent that it shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any such action or claim in reasonable cooperation withconflict of interest requires the appointment of separate counsel), and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of after notice from the Indemnifying Party if (i) the Indemnifying to such Indemnified Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed of its election to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyaction, the Indemnifying Party shall not have be liable to such Indemnified Party hereunder for any legal expense of the right to assume other counsel subsequently incurred without the Indemnifying Party's consent. The Indemnified Party shall cooperate in the defense or settlement of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Partiesclaims so assumed. The Indemnifying Party shall not be liable hereunder for the settlement by the Indemnified Party for any settlement of any such claim or action demand unless the Indemnifying Party shall have consented thereto has previously approved the settlement or be it has been notified of such claim or demand and has failed to provide a defense in default in its obligations hereunder. Any failure by an Indemnified Party to comply accordance with the provisions of this Section shall relieve hereof. In the event that any proceeding involving the Indemnifying Party shall be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated hereunder, and such proceeding shall be finally determined by a court of liability only if such failure is prejudicial to the position competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party and then only shall be liable to the extent Indemnifying Party for any reasonable attorney's fees and direct costs relating to such proceedings. The indemnifications provided in this Section 19 shall survive the termination of such prejudicethis Agreement.

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution, Promptly after receipt of notice of the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy commencement of any and all Indemnified Parties for the breach of action by a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party party seeking to be indemnified under this AgreementSection 8 (the “Indemnified Party”), such the Indemnified Party will, if a claim in respect thereof is to be made against a party shall give against whom indemnification is sought under this Section 8 (the “Indemnifying Party”), notify the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense writing of the Indemnified Partycommencement thereof; provided, however, that the fees and expenses of such separate counsel shall be at the expense of omission to notify the Indemnifying Party if (i) will not relieve the Indemnifying Party has agreed from any liability which it may have to pay any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such fees and expenses, (ii) omission results in the forfeiture by the Indemnifying Party shall have failed of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such action Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding and employ counsel satisfactory to involving the Indemnifying Party will be commenced by the Indemnified Party in any such action connection with the Agreement, or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Partytransactions contemplated under this Agreement, and the Indemnified Party shall have been advised such proceeding will be finally determined by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation a court of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, competent jurisdiction in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense favor of the Indemnifying Party, the Indemnifying Indemnified Party shall not have the right will be liable to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with for any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable attorney’s fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one direct costs relating to such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Partiesproceedings. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless indemnifications provided in this Section 8 will survive the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions termination of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceAgreement.

Indemnification Procedures. Except In the case of any Litigation asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (the “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided below herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in Section 6 with respect a lack of actual notice to contributionthe Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to give notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law assume and control such defense and to settle or agree to pay in equity for any full such breach so long as Third Party Claim without the damages sought consent of the Indemnifying Party without prejudice to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In ability of the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written or telegraphic notice consent of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume no Indemnifying Party, in the defense of any such action Third Party Claim, shall consent to entry of any judgment or claim enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the Indemnified Party, (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability with respect to such Third Party Claim, or (iii) would restrict such Indemnified Party’s ability to conduct its business in reasonable cooperation with, and with the reasonable cooperation of, ordinary course or would otherwise have a materially adverse impact on the business of the Indemnified Party. The If the Indemnified Party in good faith determines that the conduct of the defense or any proposed settlement of any Third Party Claim would reasonably be expected to affect adversely the Indemnified Party’s Tax liability, 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 Third Party Claim, the Indemnified Party shall have the right at all times to employ separate counsel in any such action take over and to participate in control the defense thereof at the expense of the Indemnified Party; provideddefense, howeversettlement, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action negotiation or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties Litigation relating to any such action or proceeding (including any impleaded parties) include both the Indemnified Third Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel Claim at the expense sole cost of the Indemnifying Party, provided that if the Indemnifying Indemnified Party does so take over and control, the Indemnified Party shall not have settle such Third Party Claim without the right written consent of the Indemnifying Party, such consent not to assume be unreasonably withheld, conditioned or delayed. In any event, the Reinsurer and the Company shall cooperate in the defense of such action or proceeding on behalf any Third Party Claim subject to this Article X and the records of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm each shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial reasonably available to the position of the Indemnifying Party and then only other with respect to the extent of such prejudicedefense.

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; providedPROVIDED, howeverHOWEVER, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall will have the right to employ separate its own counsel in any such action and in addition to participate in the defense thereof at the expense counsel of the Indemnified Indemnifying Party; provided, however, that but the fees and expenses of such separate counsel shall will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Indemnifying Party if Party, (ib) the Indemnifying Party has agreed not in fact employed counsel satisfactory to pay such fees and expenses, (ii) the Indemnifying Party shall have failed Financial Security to assume the defense of such action or proceeding and employ counsel satisfactory to within a reasonable time after receiving notice of the Indemnified Party in any such action or proceeding commencement of the action, or (iiic) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Indemnifying Party and the Indemnifying Partyone or more Indemnified Parties, and the Indemnified Party Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to it them which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the such Indemnified Party Parties by the same counsel would be inappropriate or contrary to prudent practice, practice (in which case, if the such Indemnified Party notifies Parties notify the Indemnifying Party in writing that it elects they elect 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 action or proceeding on behalf of such Indemnified PartyParties, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Seller Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company Seller in respect of the Company Seller Parties, by the Representative Underwriters in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and all such fees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below in Section 6 with respect The Party claiming indemnity under this Article 15 (the “Indemnified Party”) shall give written notice to contribution, the indemnification provided herein by an Indemnifying Party shall be from whom indemnity is being sought (the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an “Indemnifying Party; provided”) promptly after learning of the claim, howeversuit, proceeding or cause of action for which indemnity is being sought (“Claim”), and, provided that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The is not contesting the indemnity obligation, shall permit the Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, control and assume the defense of any litigation relating to such action claim and disposition of any such Claim unless the Indemnifying Party is also a party (or likely to be named a party) to the proceeding in which such claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such claim or proceeding that are in reasonable cooperation with, and conflict with the reasonable cooperation ofinterests of the Indemnifying Party, in which case the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim, it (i) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 15, (ii) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party and (iii) shall not settle or otherwise resolve any Claim without prior notice to the Indemnified Party and the consent of the Indemnified Party if such settlement involves anything other than the payment of money by the Indemnifying Party (including, for example, any settlement admitting fault or wrongdoing of the Indemnified Party, or consenting to any injunctive relief). The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any claim for which the Indemnifying Party has assumed the defense in accordance with this Section 15.3, and shall have the right (at its own expense) to employ separate be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. So long as the Indemnifying Party is diligently defending the Claim in good faith, the Indemnified Party shall not settle any such action and to participate in Claim without the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense prior written consent of the Indemnifying Party. If the Indemnifying Party if does not assume and conduct the defense of the Claim as provided above, (ia) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party has agreed will remain responsible to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to indemnify the Indemnified Party as provided in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceArticle 15.

Indemnification Procedures. Except as provided below Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party shall, if a claim for indemnification in Section 6 with respect thereof is to contributionbe made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the indemnification provided herein by an Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall be the exclusive remedy of not relieve it from any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each liability which it may have to such Indemnified Party other than under this Section 6.3 and shall be entitled only relieve it from any liability which it may have to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give Section 6.3 if and to the extent the Indemnifying Party written or telegraphic notice of is prejudiced by such omission. In case any such action or claim reasonably promptly after receipt shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of written notice the commencement thereof. The , the Indemnifying Party shall be entitled to participate in and, upon notice to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense of thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such action or claim Indemnified Party in reasonable cooperation with, and connection with the reasonable cooperation of, defense thereof; if the Indemnified Party. The Party retains its own counsel, then the Indemnified Party shall have the right to employ separate counsel in any pay all fees, costs and expenses of such action and to participate in the defense thereof at the expense of the Indemnified Partycounsel; provided, however, that that, if the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party defendants in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, Party and the Indemnified Party shall have been advised by counsel reasonably concluded that (A) there may be one or more legal reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) or if the representation interests of the Indemnifying Party and the Indemnified Party by reasonably may be deemed to conflict with the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense interests of the Indemnifying Party, the Indemnifying Indemnified Party shall not have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action or proceeding on behalf action, with the reasonable expenses and fees of such Indemnified Party, it being understood, however, that separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceincurred.

Indemnification Procedures. Except as provided below in Section 6 with respect to contributionPromptly after any Seller Related Party or Purchaser Related Party (hereinafter, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy “Indemnified Party”) has received notice of any and all Indemnified Parties for indemnifiable claim hereunder, or the breach commencement of any Action or proceeding by a representationthird person, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each which the Indemnified Party shall be entitled to pursue any other remedy at law or believes in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or good faith is an indemnifiable claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party Party”) written or telegraphic notice of such action claim or the commencement of such Action or proceeding, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim reasonably promptly after receipt of written notice thereofto the extent then known. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in any such action and to participate all commercially reasonable respects in the defense thereof at and the expense settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the fees and expenses Indemnified Party shall be entitled (a) at its expense, to participate in the defense of such separate counsel shall be at asserted liability and the expense negotiations of the Indemnifying Party settlement thereof and (b) if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to or (ii) if the Indemnified Party defendants in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) Action include both the Indemnified Party and the Indemnifying Party, Party and counsel to the Indemnified Party shall have been advised by counsel concluded that (A) there may be one or more legal reasonable defenses available to it which the Indemnified Party that are different from or additional in addition to those available to the Indemnifying Party and (B) or if the representation interests of the Indemnifying Party and the Indemnified Party by reasonably may be deemed to conflict with the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such Action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not have settle any indemnified claim without the right to assume consent of the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto settlement thereof imposes no liability or be in default in its obligations hereunder. Any failure by an obligation on, and includes a complete release from liability of, the Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceParty.

Indemnification Procedures. Except as provided below in -------------------------- Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be -------- ------- entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall will have the right to employ separate its own counsel in any such action and in addition to participate in the defense thereof at the expense counsel of the Indemnified Indemnifying Party; provided, however, that but the fees and expenses of such separate counsel shall will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Indemnifying Party if Party, (ib) the Indemnifying Party has agreed not in fact employed counsel satisfactory to pay such fees and expenses, (ii) the Indemnifying Party shall have failed Financial Security to assume the defense of such action or proceeding and employ counsel satisfactory to within a reasonable time after receiving notice of the Indemnified Party in any such action or proceeding commencement of the action, or (iiic) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Indemnifying Party and the Indemnifying Partyone or more Indemnified Parties, and the Indemnified Party Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to it them which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the such Indemnified Party Parties by the same counsel would be inappropriate or contrary to prudent practice, practice (in which case, if the such Indemnified Party notifies Parties notify the Indemnifying Party in writing that it elects they elect 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 action or proceeding on behalf of such Indemnified PartyParties, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Seller Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company Seller in respect of the Company Seller Parties, by the Representative Underwriters in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and all such fees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party shall, if a claim for indemnification in Section 6 with respect thereof is to contributionbe made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the indemnification provided herein by an Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall be the exclusive remedy of not relieve it from any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each liability which it may have to such Indemnified Party other than under this Section 6.3 and shall be entitled only relieve it from any liability which it may have to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give Section 6.3 if and to the extent the Indemnifying Party written or telegraphic notice of is prejudiced by such omission. In case any such action or claim reasonably promptly after receipt shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of written notice the commencement thereof. The , the Indemnifying Party shall be entitled to participate in and, upon notice to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense of thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such action or claim Indemnified Party in reasonable cooperation with, and connection with the reasonable cooperation of, defense thereof; if the Indemnified Party. The Party retains its own counsel, then the Indemnified Party shall have the right to employ separate counsel in any pay all reasonable and documented fees, costs and expenses of such action and to participate in the defense thereof at the expense of the Indemnified Partycounsel; provided, however, that that, if the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party defendants in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, Party and the Indemnified Party shall have been advised by counsel reasonably concluded that (A) there may be one or more legal reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) or if the representation interests of the Indemnifying Party and the Indemnified Party by reasonably may be deemed to conflict with the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense interests of the Indemnifying Party, the Indemnifying Indemnified Party shall not have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action or proceeding on behalf action, with the reasonable and documented expenses and fees of such Indemnified Party, it being understood, however, that separate counsel and other reasonable and documented expenses related to such participation to be reimbursed by the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceincurred.

Indemnification Procedures. Except as provided below in Section 6 with respect to contributioncontribution or in Section 7(e), the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall will have the right to employ separate its own counsel in any such action and in addition to participate in the defense thereof at the expense counsel of the Indemnified Indemnifying Party; provided, however, that but the fees and expenses of such separate counsel shall will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Indemnifying Party if Party, (ib) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed not in fact employed counsel to assume the defense of such action or proceeding and employ counsel satisfactory to within a reasonable time after receiving notice of the Indemnified Party in any such action or proceeding commencement of the action, or (iiic) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Indemnifying Party and the Indemnifying Partyone or more Indemnified Parties, and the Indemnified Party Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to it them which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Depositor Parties, one such firm for all Underwriter Parties, one such firm for Company Parties, one such firm for all Underwriter Seller Parties, one such firm for all Originator Parties, one such firm for all Issuer Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Depositor in respect of the Depositor Parties, by the Underwriter in respect of the Underwriter Parties, by the Company in respect of the Company Parties, by the Representative Seller in respect of the Underwriter Seller Parties, by the Originators in respect of the Originator Parties, by the Issuer in respect of the Issuer Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and all such fees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution(a) If any action, the indemnification provided herein by an Indemnifying Party proceeding, litigation or claim shall be brought or asserted against any Indemnified Party for any matter which the exclusive remedy of any and all Indemnified Parties for the breach of are indemnified hereunder (each, a representation"Claim"), warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled notify Indemnitors in writing thereof and Indemnitors shall promptly assume the defense thereof, including, without limitation, the employment of counsel acceptable to pursue such Indemnified Party and the negotiation of any other remedy at law or in equity for any settlement. Any failure of such breach so long as the damages sought Indemnified Party to be recovered notify Indemnitors of such matter shall not exceed impair or reduce the Losses incurred thereby resulting from such breachobligations of Indemnitors hereunder. In The Indemnified Parties shall have the event that any action or regulatory proceeding right, at the expense of Indemnitors (which expense shall be commenced or claim asserted which may entitle included in Costs), if an Indemnified Party has reason to be indemnified under this Agreementbelieve that its interests are not being adequately represented or diverge from other interests being represented by such counsel, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof thereof. In the event Indemnitors shall fail to discharge or undertake to defend any Indemnified Party against any Claim, such failure shall constitute an Event of Default and the Indemnified Party may, at its sole election, defend or settle such Claim. The liability of Indemnitors to such Indemnified Party hereunder for any settlement by such Indemnified Party shall be conclusively established by any settlement entered into by the expense Indemnified Party in good faith, and such good faith shall be conclusively established if the settlement is made on the advice of independent legal counsel for the Indemnified Party. The amount of Indemnitors' liability hereunder shall include the settlement consideration and all other Costs, which shall be paid by the Indemnitors as hereinafter provided. Costs incurred in connection with a Claim shall be reimbursed by Indemnitors without the requirement of waiting for the ultimate outcome of such Claim. (b) Indemnitors shall not, without the prior written consent of the Indemnified Party; provided, however, that settle or compromise any Claim in any manner or consent to the fees and expenses entry of such separate counsel shall be at the expense of the Indemnifying Party if any judgment (i) in which the Indemnifying claimant or plaintiff does not unconditionally release the Indemnified Party has agreed to pay from all liability and obligations in respect of such fees Claim and expenses, obtain a dismissal of such Claim with prejudice; or (ii) that may adversely affect the Indemnifying Indemnified Party shall have failed to assume (as determined in the defense sole discretion of such action Indemnified Party) or proceeding obligate the Indemnified Party to pay any sum or perform any obligation. (c) Indemnitors shall pay to the applicable Indemnified Party any and employ counsel satisfactory all Costs within ten (10) days after written notice from such Indemnified Party. All Costs shall be immediately reimbursable to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Partyor, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation upon request of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that paid directly to the Indemnifying Party shall not, in connection with any one such action party sending a ▇▇▇▇ or proceeding or separate but substantially similar or related actions or proceedings in other statement to 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 at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunderIndemnified Party. Any failure by an Indemnified Party to comply with Costs not paid within the provisions of this Section aforementioned ten (10) day period shall relieve bear interest at the Indemnifying Party of liability only if such failure is prejudicial to Default Rate from the position of date incurred until the Indemnifying Party and then only to the extent of such prejudicedate paid in full.

Indemnification Procedures. Except Any Licensor Indemnified Party or Licensee Indemnified Party (as provided below in Section 6 with respect to contributionapplicable, the “Indemnified Party”) entitled to indemnification under this Agreement shall promptly provide the applicable Licensee or Licensor (as applicable, the “Indemnifying Party”) with notice of the applicable Claim; provided herein by an that the failure of the Indemnified Party to undertake such actions shall not relieve Indemnifying Party shall be the exclusive remedy of any obligation it may have to defend or indemnify, except and all Indemnified Parties for only to the breach of a representation, warranty or agreement hereunder by an extent that such Indemnifying Party; provided, however, that each ’s ability to fulfill such obligation has been actually and materially prejudiced thereby. The Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give permit the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly to answer and defend the Claim. If the Indemnifying Party, within a reasonable time after receipt of written notice thereofsuch notice, should fail to assume full responsibility for the Claim, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle, the Claim on behalf, for the account, and at the risk of, the Indemnifying Party. The Indemnifying Party shall be entitled permit the Indemnified Party to participate in and, upon notice to its own defense with its own counsel at its own expense. If the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and elects to participate in the defense thereof at the expense of the Indemnified Party; providedits own defense, however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed agree to assume consider in good faith the defense views of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any and its counsel and to keep the Indemnified Party and its counsel reasonably informed of the progress of the defense, litigation, arbitration, or settlement discussions relating to such action or proceeding or (iii) the named parties Claims, subject to any such action or proceeding (including any impleaded parties) include both a joint-defense agreement between the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the . The Indemnifying Party shall not have settle or compromise any Claims against a Indemnified Party without the right to assume the defense of such action or proceeding on behalf of such Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed), it being understood, however, that unless such settlement or compromise: (i) includes an unconditional release of the Indemnifying Indemnified Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction from all liability arising out of such Claims; (ii) is solely monetary in nature; and (iii) does not include remedial or equitable measures or relief (including any injunction), a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of, the same general allegations Indemnified Party or circumstances, be liable for otherwise materially adversely affect the reasonable fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security PartiesIndemnified Party. The Indemnifying Party shall not be liable responsible for any settlement of any such claim or action unless made by the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the without such Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceParty’s written permission.

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative Underwriter in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below (a) The matters set forth in Section 6 Sections 5.6 through 5.9 of the Master Agreement shall be deemed incorporated into, and a made a part of, this Agreement. (i) Notwithstanding any provision to the contrary in this Agreement or in the Master Agreement, any Liability subject to indemnification or contribution pursuant to this Article VIII will be net of ▇▇▇▇▇ Fargo Proceeds that actually reduce the amount of such Liability. Accordingly, the amount which any Indemnifying Party is required to pay to any Indemnified Party will be reduced by any ▇▇▇▇▇ Fargo Proceeds theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability. If an Indemnified Party receives an Indemnity Payment required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives ▇▇▇▇▇ Fargo Proceeds with respect to contributionsuch Liability, then the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled will pay to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice an amount equal to the Indemnified Partyexcess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if such ▇▇▇▇▇ Fargo Proceeds had been received, assume realized or recovered before the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. Indemnity Payment was made. (ii) The Indemnified Party shall have use its commercially reasonable efforts to seek to collect or recover from ▇▇▇▇▇ Fargo the right amounts due to employ separate counsel in any such action and Indemnified Party pursuant to participate in the defense thereof at the expense Section 7.2 of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed ▇▇▇▇▇ Fargo Agreement to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to which the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, is entitled in connection with any one Liability for which the Indemnified Party seeks indemnification pursuant to this Article VIII; provided that the Indemnified Party’s inability to collect or recover any such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party amounts shall not be liable for any settlement of any such claim or action unless limit the Indemnifying Party shall have consented thereto or be in default in its Party’s obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution, Promptly after receipt of notice of the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy commencement of any and all Indemnified Parties for the breach of action by a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party party seeking to be indemnified under this AgreementSection 17 (the “Indemnified Party”), such the Indemnified Party will, if a claim in respect thereof is to be made against a party shall give against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense writing of the Indemnified Partycommencement thereof; provided, however, that the fees and expenses of such separate counsel shall be at the expense of omission to notify the Indemnifying Party if (i) will not relieve the Indemnifying Party has agreed from any liability which it may have to pay any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such fees and expenses, (ii) omission results in the forfeiture by the Indemnifying Party shall have failed of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such action Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding and employ counsel satisfactory to involving the Indemnifying Party will be commenced by the Indemnified Party in any such action connection with the Agreement, or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Partytransactions contemplated under this Agreement, and the Indemnified Party shall have been advised such proceeding will be finally determined by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation a court of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, competent jurisdiction in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense favor of the Indemnifying Party, the Indemnifying Indemnified Party shall not have the right will be liable to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with for any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable attorney’s fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one direct costs relating to such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Partiesproceedings. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless indemnifications provided in this Section 17 will survive the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions termination of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceAgreement.

Indemnification Procedures. Except as provided below in Section 6 A party entitled to indemnification pursuant to this Agreement (an “Indemnified Party”) shall, with respect to contributionany claim made against such Indemnified Party for which indemnification is available, notify the indemnification provided herein by an other party (the “Indemnifying Party”) in writing of the nature of the claim as soon as practicable but not more than ten days after the Indemnified Party shall be receives notice of the exclusive remedy assertion of any and all Indemnified Parties for the breach claim. Upon receipt of notice of the assertion of a representationclaim, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in andmay, upon notice to the Indemnified Partyat its option, assume the defense of any such action or claim in reasonable cooperation withthe claim, and with if so, the reasonable cooperation of, Indemnifying Party shall employ counsel reasonably acceptable to the Indemnified Party. The Notwithstanding the foregoing, the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in in, and to control any such action, and the defense thereof at the expense of the Indemnified Party; provided, however, that the reasonable fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The 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 claim or action unless without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld). No Indemnifying Party shall have consented thereto will consent to the entry of any judgment or be in default in its obligations hereunder. Any failure enter into any settlement which does not include as an unconditional term thereof the giving by an the claimant or plaintiff to the Indemnified Party to comply a release from all liability with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial respect to the position claim. Each of the Indemnifying Party and then only 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. For purposes of this section 10.3, references to a “claim” shall be construed broadly, so as to encompass all claims made against the extent Indemnified Party in a legal action for which indemnification is available under this article X. The Indemnifying Party shall pay all amounts for which it is responsible under this article X, promptly and in any event within 10 days of the date any such prejudiceamounts are incurred.

Indemnification Procedures. Except as provided below (a) Each member of the MLP Group seeking indemnification (each, an “MLP Indemnified Party”) pursuant to this Article II agrees that within a reasonable period of time after it shall become aware of facts giving rise to a claim for indemnification pursuant to this Article II, it will provide notice thereof in Section 6 with respect writing to contributionthe Parties from whom indemnification is sought pursuant to this Article II (each, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an “Indemnifying Party”) specifying the nature of and specific basis for such claim; provided, however, that each no MLP Indemnified Party shall be entitled submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed expiration of the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified applicable indemnity coverage under this Agreement); provided further, that failure to timely provide such party notice shall give not affect the right of the MLP Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party written is materially prejudiced by such delay or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. omission. (b) The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the MLP Indemnified Party that are covered by the indemnification set forth in this Article II, including, without limitation, the selection of counsel in (provided that such counsel shall be reasonably acceptable to the MLP Indemnified Parties), determination of whether to appeal any decision of any court and the settling of any such action and to participate in the defense thereof at the expense of the Indemnified Partymatter or any issues relating thereto; provided, however, that the fees and expenses of no such separate counsel settlement shall be at entered into without the expense consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the MLP Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to Parties unless it which are different from or additional to those available to the Indemnifying Party and (B) the representation includes a full release of the Indemnifying Party and the MLP Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one their respective Subsidiaries from such firm for all Financial Security Partiesmatter or issues, as the case may be, which firm shall be designated in writing . (c) In the event that any claim brought against the MLP Indemnified Parties that is covered by the Company indemnification set forth in respect Article II is based on the presence of Hazardous Substances on, under, about or Releasing to or from property of the Company PartiesMLP Indemnified Parties that requires or necessitates Environmental Activity, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto the right to control all aspects of the Environmental Activity, including, without limitation, the selection of remediation or be cleanup standards (to the extent such selection is permitted under applicable Environmental Law) based on activity and/or use limitations, so long as (i) the selected remediation or cleanup standards, and any activity or use limitations imposed (by deed restriction, environmental covenant or otherwise) in default in its obligations hereunder. Any failure by an Indemnified Party to comply connection with the provisions Environmental Activity would not unreasonably interfere with the current use of this Section the property, (ii) the MLP Indemnified Parties shall relieve have the right, but not the obligation, to fully participate in any Environmental Activities including making comments to documents to be submitted to any Governmental Authority, participating in meetings, and providing advice to LGC regarding procedural, substantive and strategic decisions, which LGC shall consider in good faith, (iii) the Indemnifying Party diligently and promptly pursues the completion of liability only if such failure is prejudicial the Environmental Activity so as to the position of attain Environmental Closure, and (iv) the Indemnifying Party and then only to complies with the extent requirements of such prejudiceSection 2.

Indemnification Procedures. Except as provided below in Promptly after receipt by a party seeking indemnification under this Section 6 with respect 5.1 (an “Indemnitee”) of notice of any pending or threatened Claim brought by a Third Party against it, such Indemnitee shall give written notice to contributionthe party from whom the Indemnitee is entitled to seek indemnification pursuant to this Section 5.1 (the “Indemnifying Party”) of the commencement thereof; provided, that the indemnification provided herein by an failure so to notify the Indemnifying Party shall be the exclusive remedy not relieve it of any and all Indemnified Parties for liability that it may have to any Indemnitee hereunder, except to the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give extent the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereofdemonstrates that it is materially prejudiced thereby. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation withClaim and, and with to the reasonable cooperation ofextent that it elects within seven (7) days of its receipt of notice of the Claim from the Indemnitee, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in assume control of the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses settlement of such separate counsel shall be at the expense of the Indemnifying Party if Claim (unless (i) the Indemnifying Party is also a party to such proceeding and the Indemnifying Party has agreed to pay asserted a cross claim against the Indemnified Party or a court has otherwise determined that such fees and expensesthat joint representation would be inappropriate, or (ii) the Indemnifying Party shall have failed fails to provide reasonable assurance to the Indemnitee of its financial capacity to defend the Indemnitee in such Proceeding) with counsel reasonably satisfactory to the Indemnitee and, after notice from the Indemnifying Party to the Indemnitee of its election to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying PartyClaim, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one as long as it diligently conducts such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstancesdefense, be liable to the Indemnitee for any Litigation Costs subsequently incurred by the reasonable fees and expenses Indemnitee. No compromise or settlement of more than one separate firm of attorneys at any time for all Claim may be effected by the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as Indemnifying Party without the case may beIndemnitee’s written consent, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party consent shall not be liable for any settlement unreasonably withheld or delayed; provided, no consent shall be required if (A) there is no finding or admission of any such claim violation of Law or action unless 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 shall have consented thereto Party, and (C) the Indemnitee’s rights under this Agreement are not restricted by such compromise or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudicesettlement.

Indemnification Procedures. Except as provided below in Section 6 with respect to contributioncontribution or in Section 7(e), the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall will have the right to employ separate its own counsel in any such action and in addition to participate in the defense thereof at the expense counsel of the Indemnified Indemnifying Party; provided, however, that but the fees and expenses of such separate counsel shall will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Indemnifying Party if Party, (ib) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed not in fact employed counsel to assume the defense of such action or proceeding and employ counsel satisfactory to within a reasonable time after receiving notice of the Indemnified Party in any such action or proceeding commencement of the action, or (iiic) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Indemnifying Party and the Indemnifying Partyone or more Indemnified Parties, and the Indemnified Party Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to it them which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Depositor Parties, one such firm for all Underwriter Parties, one such firm for all Company Parties, one such firm for all Underwriter Seller Parties, one such firm for all Originator Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Depositor in respect of the Depositor Parties, by the Underwriter in respect of the Underwriter Parties, by the Company in respect of the Company Parties, by the Representative Seller in respect of the Underwriter Seller Parties, by the Originator in respect of the Originator Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and all such fees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution, Promptly after receipt of notice of the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy commencement of any and all Indemnified Parties for the breach of action by a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party party seeking to be indemnified under this AgreementSection 19 (the "Indemnified Party"), such the Indemnified Party shall, if a claim in respect thereof is to be made against a party shall give against whom indemnification is sought under this Section 19 (the "Indemnifying Party"), notify the Indemnifying Party written in writing of the commencement thereof; PROVIDED, HOWEVER, that the omission to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions hereof, and shall relieve it from liability hereunder only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or telegraphic defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action or claim reasonably promptly after receipt of written notice thereof. The action, the Indemnifying Party shall be entitled to participate in any such action and, upon notice to the Indemnified Partyextent that it shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any such action or claim in reasonable cooperation withconflict of interest requires the appointment of separate counsel), and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of after notice from the Indemnifying Party if (i) the Indemnifying to such Indemnified Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed of its election to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyaction, the Indemnifying Party shall not have the right be liable to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that Party hereunder for any legal expense of the other counsel subsequently incurred without the Indemnifying Party's consent by such Indemnified Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings the defense thereof. The Indemnified Party shall cooperate in the same jurisdiction arising out defense or settlement of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Partiesclaims so assumed. The Indemnifying Party shall not be liable hereunder for the settlement by the Indemnified Party for any settlement of any such claim or action demand unless the Indemnifying Party shall have consented thereto has previously approved the settlement or be it has been notified of such claim or demand and has failed to provide a defense in default in its obligations hereunder. Any failure by an Indemnified Party to comply accordance with the provisions of this Section shall relieve hereof. In the event that any proceeding involving the Indemnifying Party shall be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated hereunder, and such proceeding shall be finally determined by a court of liability only if such failure is prejudicial to the position competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party and then only shall be liable to the extent Indemnifying Party for any reasonable attorney's fees and direct costs relating to such proceedings. The indemnifications provided in this Section 19 shall survive the termination of such prejudicethis Agreement.

Indemnification Procedures. Except as provided below in Promptly after receipt by a party entitled to indemnification pursuant to this Section 6 with respect to contribution(each, an “Indemnified Party”) of notice of the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy commencement of any and all action involving the subject matter of the foregoing indemnity provisions such Indemnified Parties for Party will, if a claim is to be made against the breach of a representationparty obligated to provide indemnification pursuant to this section (each, warranty or agreement hereunder by an “Indemnifying Party; provided”), however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give promptly notify the Indemnifying Party written of the commencement thereof; but the omission to provide such notice will not relieve the Indemnifying Party from any liability hereunder, except to the extent that the delay in giving, or telegraphic failing to give, such notice has a material adverse effect upon the ability of the Indemnifying Party to defend against the claim. In case such action or claim reasonably promptly after receipt of written notice thereof. The is brought against an Indemnified Party, the Indemnifying Party shall be entitled will have the right to participate in and, upon notice at the Indemnifying Party’s option, to the Indemnified Party, assume the defense of thereof, singly or jointly with any such action other Indemnifying Party similarly notified, with counsel or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right reasonably satisfactory to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that if the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party defendants in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, Party and the Indemnified Party shall have been advised by counsel reasonably concludes that (A) there may be one or more legal defenses available to it which any Indemnified Parties that are different from or additional to those available to the Indemnifying Party and (B) the representation Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party and from also representing the Indemnified Party, the Indemnified Party by will have the same right to select counsel would be inappropriate or contrary to prudent practice, participate in which case, if the defense of such action on behalf of such Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood; provided further, however, that the Indemnifying Party shall notwill be responsible for the expenses of only one such special counsel (and one local counsel if necessary for jurisdictional purposes) selected jointly by the Indemnified Parties if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party’s election to assume the defense or the action, the Indemnifying Party will not be liable to such Indemnified Party pursuant to this Section 5 for any legal or other expense subsequently incurred by such Indemnified Party in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings the defense thereof, unless (i) the Indemnified Party has employed counsel in accordance with the same jurisdiction arising out proviso of the same general allegations preceding sentence, or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless (ii) the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an has not employed counsel satisfactory to the Indemnified Party to comply with represent the provisions Indemnified Party within a reasonable time after the notice of this Section shall relieve the commencement of the action, or (iii) the Indemnifying Party has authorized the employment of liability only if such failure is prejudicial to counsel for the position Indemnified Party at the expense of the Indemnifying Party and then only to the extent of such prejudiceParty.

Indemnification Procedures. Except as provided below (a) Each Party seeking indemnification (each, an “Indemnified Party”) pursuant to this Article II agrees that within a reasonable period of time after it shall become aware of facts giving rise to a claim for indemnification pursuant to this Article II, it will provide notice thereof in Section 6 with respect writing to contributionthe Parties from whom indemnification is sought pursuant to this Article II (each, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an “Indemnifying Party”) specifying the nature of and specific basis for such claim; provided, however, that each no Indemnified Party shall be entitled submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed expiration of the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified applicable indemnity coverage under this Agreement); provided further, that failure to timely provide such party notice shall give not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party written is materially prejudiced by such delay or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. omission. (b) The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification set forth in this Article II, including, without limitation, the selection of counsel in (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determination of whether to appeal any decision of any court and the settling of any such action and to participate in matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the defense thereof at the expense consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified PartyParties unless it includes a full release of the Indemnified Parties and their respective subsidiaries from such matter or issues, as the case may be. (c) The Indemnified Parties agree to cooperate fully with the Indemnifying Parties with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article II, including, without limitation, the prompt furnishing to the Indemnifying Parties of any correspondence or other notice relating thereto that the Indemnified Parties may receive, permitting the names of the Indemnified Parties to be utilized in connection with such defense, the making available to the Indemnifying Parties of any files, records or other information of the Indemnified Parties that Indemnifying Parties consider relevant to such defense and the making available to Indemnifying Parties of any employees of the Indemnified Parties; provided, however, that in connection therewith Indemnifying Parties agree to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Parties and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Parties pursuant to this Section 2.3. In no event shall the obligation of the Indemnified Parties to cooperate with Indemnifying Parties as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Parties an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article II; provided, however, that the fees Indemnified Parties may, at their option, cost and expenses of expense, hire and pay for counsel in connection with any such separate defense. The Indemnifying Parties agree to keep any such counsel shall be at hired by the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory Indemnified Parties reasonably informed as to the Indemnified Party in status of any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the defense, but Indemnifying Party, and the Indemnified Party Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume retain sole control over such defense. (d) In determining the defense amount of any Losses for which the Indemnified Parties are entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Parties as a result of such action claim and (ii) all amounts recovered by the Indemnified Parties under contractual indemnities from third parties. The Indemnified Parties hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds or proceeding on behalf of amounts recoverable under such Indemnified Party, it being understoodcontractual indemnities; provided, however, that the Indemnifying Party shall notcosts and expenses (including, without limitation, court costs and reasonable attorneys’ fees) of the Indemnified Parties in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm efforts shall be designated in writing promptly reimbursed by the Company Indemnifying Parties. To the extent that Indemnifying Parties have made any indemnification payment hereunder in respect of a claim for which the Company PartiesIndemnified Parties have asserted a related claim for insurance proceeds or under a contractual indemnity, by Indemnifying Parties shall be subrogated to the Representative in respect rights of the Underwriter Indemnified Parties and by Financial Security in respect of to receive the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent proceeds of such prejudiceinsurance or contractual indemnity.

Indemnification Procedures. Except as provided below (a) The Indemnified Party agrees that within thirty (30) days after it becomes aware of facts giving rise to a claim for indemnification pursuant to this ARTICLE II, it will provide notice thereof in Section 6 with respect writing to contribution, the indemnification provided herein by an Indemnifying Party shall be specifying the exclusive remedy nature of any and all Indemnified Parties specific basis for the breach of a representation, warranty or agreement hereunder by an Indemnifying Partysuch claim; provided, however, that each the Indemnified Party shall be entitled not submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed expiration of the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified applicable indemnity coverage under this Agreement, such party shall give ). Notwithstanding the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation offoregoing, the Indemnified Party. ’s failure to provide notice under this Section 2.5 will not relieve the Indemnifying Party from liability hereunder with respect to such matter except in the event and only to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. (b) The Indemnified Indemnifying Party shall have the right to employ separate control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification set forth in this ARTICLE II, including, without limitation, the selection of counsel in (provided that if such claim involves Covered Environmental Losses, such counsel shall be reasonably acceptable to the Indemnified Party), determination of whether to appeal any decision of any court, the performance of any Environmental Activity associated with any Covered Environmental Losses and the settling of any such action and matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be. (c) The Indemnified Party agrees to participate in cooperate fully with the Indemnifying Party with respect to all aspects of the defense thereof at of any claims covered by the expense indemnification set forth in Article II, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the names of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and the making available to the Indemnifying Party of any employees of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of in connection therewith the Indemnifying Party if (i) agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 2.5. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party has agreed as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this ARTICLE II; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such fees and expensesdefense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, (ii) but the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of retain sole control over such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudicedefense.

Indemnification Procedures. Except as provided below in Section 6 with respect to contributionTaxes, each of a Seller’s obligations in Section 4.3 and Purchaser’s obligations in Section 4.4 above (each of a Seller and Purchaser, as applicable, the indemnification provided herein by an “Indemnifying Party shall be Party”) with respect to any third party claim are contingent upon the exclusive remedy of any and all Seller Indemnified Parties for or the breach of a representationPurchaser Indemnified Parties (each, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation ofapplicable, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided“Indemnitee”), however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies promptly notifying the Indemnifying Party in writing that it elects of such claim and promptly tendering the control of the defense and settlement of any such claim to employ separate counsel the Indemnifying Party at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel. In connection with the foregoing, the indemnification obligation of Indemnifying Party to the Indemnitee shall be reduced if and to the extent the failure of an Indemnitee to provide such notice and tender of control actually prejudices the outcome of any such claim; provided that the foregoing shall not apply so long as the Managing Member of Purchaser is an Affiliate of a Seller. The Indemnitee shall also cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such claim and the Indemnitee may join in defense with counsel of its choice at its own expense. An Indemnifying Party may not, without the prior written consent (such consent not to be unreasonably withheld) of an Indemnitee, settle, compromise or consent to the entry of any judgment regarding a third party claim, the defense of *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. which has been assumed by the Indemnifying Party unless such settlement, compromise or consent (a) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnitee; and (b) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnitee or any of the Indemnitee’s Affiliates. An Indemnitee may not settle, compromise or consent to the entry of any judgment regarding any third party claim for which indemnification is sought and the defense of which has not been assumed by the Indemnifying Party, without the prior written consent of the Indemnifying Party, the Indemnifying Party shall such consent not have the right to assume the defense of such action be unreasonably withheld or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudicedelayed.

Indemnification Procedures. Except as provided below in Section -------------------------- 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be -------- ------- entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall will have the right to employ separate its own counsel in any such action and in addition to participate in the defense thereof at the expense counsel of the Indemnified Indemnifying Party; provided, however, that but the fees and expenses of such separate counsel shall will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Indemnifying Party if Party, (ib) the Indemnifying Party has agreed not in fact employed counsel satisfactory to pay such fees and expenses, (ii) the Indemnifying Party shall have failed Financial Security to assume the defense of such action or proceeding and employ counsel satisfactory to within a reasonable time after receiving notice of the Indemnified Party in any such action or proceeding commencement of the action, or (iiic) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Indemnifying Party and the Indemnifying Partyone or more Indemnified Parties, and the Indemnified Party Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to it them which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the such Indemnified Party Parties by the same counsel would be inappropriate or contrary to prudent practice, practice (in which case, if the such Indemnified Party notifies Parties notify the Indemnifying Party in writing that it elects they elect 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 action or proceeding on behalf of such Indemnified PartyParties, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Seller Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company Seller in respect of the Company Seller Parties, by the Representative Underwriters in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and all such fees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below in Section 6 with respect The Party claiming indemnity under this Article 14 (the “Indemnified Party”) shall give written notice to contribution, the indemnification provided herein by an Indemnifying Party shall be from whom indemnity is being sought (the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an “Indemnifying Party; provided”) promptly after learning of the claim, howeversuit, proceeding or cause of action for which indemnity is being sought (“Claim”), and, provided that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The is not contesting the indemnity obligation, shall permit the Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, control and assume the defense of any litigation relating to such action Claim and disposition of any such Claim. Notwithstanding the foregoing, if the Indemnifying Party is also a party (or claim likely to be named a party) to the proceeding in reasonable cooperation with, which such Claim is made and the Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim that are in conflict with the reasonable cooperation ofinterests of the Indemnifying Party, then the Indemnifying Party shall not be so entitled to assume the defense of the case. If the Indemnifying Party does assume the defense of any Claim, it (a) shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to Parties being indemnified under this Article 14, (b) shall cause such defense to be conducted by counsel reasonably acceptable to the Indemnified Party and (c) shall not settle or otherwise resolve any Claim without prior notice to the Indemnified Party and the consent of the Indemnified Party if such settlement involves anything other than the payment of money by the Indemnifying Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in its defense of any claim for which the Indemnifying Party has assumed the defense in accordance with this Section 14.4, and shall have the right (at its own expense) to employ separate be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. So long as the Indemnifying Party is diligently defending the Claim in good faith, the Indemnified Party shall not settle any such action and to participate in Claim without the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense prior written consent of the Indemnifying Party. If the Indemnifying Party if does not assume and conduct the defense of the Claim as provided above, (ix) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (y) the Indemnifying Party has agreed will remain responsible to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to indemnify the Indemnified Party as provided in this Article 14. Nothing in this Article 14 shall act to negate any such action obligation under common law of either Party to mitigate damages resulting from or proceeding or (iii) the named parties arising as a consequence of any circumstances giving rise to any Claim for which such action Party is being indemnified against or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party held harmless by the same counsel would be inappropriate other Party hereunder or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or cause of action unless under which a Party intends to seek damages from the Indemnifying other Party shall have consented thereto pursuant to this Agreement or be at law or in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceequity.

Indemnification Procedures. Except as provided below in (a) After receipt of the notice of claim required by Section 6 with respect 2.03, if the Indemnifying Party undertakes to contributiondefend any such claim, then the indemnification provided herein by an Indemnifying Party shall be entitled, if it so elects, to take control of the exclusive remedy defense and investigation with respect to such claim and to employ and engage attorneys of any its own choice, reasonably acceptable to the Indemnified Party, to handle and all Indemnified Parties for defend the breach of a representationsame, warranty or agreement hereunder by an at the Indemnifying Party's cost, risk and expense, upon written notice to the Indemnified Party of such election, which notice acknowledges the Indemnifying Party's obligation to provide indemnification hereunder. The Indemnifying Party shall not settle any 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 each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written may settle a claim without the Indemnified Party's consent if such settlement (i) makes no admission or telegraphic notice acknowledgement of such action liability or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice culpability with respect to the Indemnified Party, assume (ii) includes a complete release of the defense of Indemnified Party, and (iii) does not require the Indemnified Party to make any such payment or forego or take any action or claim in reasonable cooperation with, and with the reasonable cooperation of, otherwise materially adversely affect the Indemnified Party. The Indemnified Party shall have cooperate in all reasonable respects with the right to employ separate counsel in any such action Indemnifying Party and to participate its attorneys in the investigation, trial and defense thereof at of any lawsuit or action with respect to such claim and any appeal arising therefrom (including the expense of filing in the Indemnified Party; provided's name of appropriate cross-claims and counterclaims). The Indemnified Party may, howeverat its own cost and expense, that the fees participate in any investigation, trial and expenses defense of such separate counsel shall be at the expense of lawsuit or action controlled by the Indemnifying Party if and any appeal arising therefrom. (ib) If, after receipt of a notice of claim pursuant to Section 2.03, the Indemnifying Party has agreed does not undertake to pay defend any such fees claim, the Indemnified Party may, but shall have no obligation to, contest any lawsuit or action with respect to such claim and expenses, (ii) the Indemnifying Party shall have failed to assume be bound by the defense of such action or proceeding and employ counsel satisfactory to result obtained with respect thereto by the Indemnified Party in any such action or proceeding or (iii) including, without limitation, the named parties to any such action or proceeding (including any impleaded parties) include both settlement thereof without the Indemnified Party and consent of the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) ). If there may be are one or more legal defenses available to it which are different from or additional to the Indemnified Party that conflict with those available to the Indemnifying Party and (B) the representation or there is otherwise an actual or potential conflict of the Indemnifying Party and interest, the Indemnified Party by shall have the same counsel would be inappropriate or contrary to prudent practiceright, in which case, if the Indemnified Party 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 assume the defense of such action the lawsuit or proceeding on behalf of such Indemnified Party, it being understoodaction; provided, however, that the Indemnifying Indemnified Party shall not, in connection with any one may not settle such lawsuit or action or proceeding or separate but substantially similar or related actions or proceedings in without the same jurisdiction arising out consent of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may beIndemnifying Party, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party consent shall not be liable for any settlement of any such claim unreasonably withheld or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudicedelayed.

Indemnification Procedures. Except as provided below (a) Each Party seeking indemnification (each, an “Indemnified Party”) pursuant to this Article II agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification pursuant to this Article II, it will provide notice thereof in Section 6 with respect writing to contributionthe Parties from whom indemnification is sought pursuant to this Article II (each, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an “Indemnifying Party”) specifying the nature of and specific basis for such claim; provided, however, that each no Indemnified Party shall be entitled submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed expiration of the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified applicable indemnity coverage under this Agreement); provided further, that failure to timely provide such party notice shall give not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party written is materially prejudiced by such delay or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. omission. (b) The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification set forth in this Article II, including, without limitation, the selection of counsel in (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determination of whether to appeal any decision of any court and the settling of any such action and to participate in matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the defense thereof at the expense consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified PartyParties unless it includes a full release of the Indemnified Parties and their respective Subsidiaries from such matter or issues, as the case may be. (c) The Indemnified Parties agree to cooperate fully with the Indemnifying Parties with respect to all aspects of the defense of any claims covered by the indemnification set forth in this Article II, including, without limitation, the prompt furnishing to the Indemnifying Parties of any correspondence or other notice relating thereto that the Indemnified Parties may receive, permitting the names of the Indemnified Parties to be utilized in connection with such defense, the making available to the Indemnifying Parties of any files, records or other information of the Indemnified Parties that the Indemnifying Parties consider relevant to such defense and the making available to the Indemnifying Parties of any employees of the Indemnified Parties; provided, however, that in connection therewith the Indemnifying Parties agree to use commercially reasonable efforts to minimize the impact thereof on the operations of the Indemnified Parties and further agree to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Parties pursuant to this Section 2.3. In no event shall the obligation of the Indemnified Parties to cooperate with the Indemnifying Parties as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Parties an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article II; provided, however, that the fees Indemnified Parties may, at their option, cost and expenses expense, hire and pay for counsel in connection with any such defense. The Indemnifying Parties agree to keep any such counsel hired by the Indemnified Parties reasonably informed as to the status of any such separate counsel shall be at the expense of defense, but the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party Parties shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume retain sole control over such defense. (d) In determining the defense amount of any Losses for which the Indemnified Parties are entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Parties as a result of such action claim and (ii) all amounts recovered by the Indemnified Parties under contractual indemnities from third parties. The Indemnified Parties hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds or proceeding on behalf of amounts recoverable under such Indemnified Party, it being understoodcontractual indemnities; provided, however, that the Indemnifying Party shall notcosts and expenses (including, without limitation, court costs and reasonable attorneys’ fees) of the Indemnified Parties in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm efforts shall be designated in writing promptly reimbursed by the Company Indemnifying Parties. To the extent that the Indemnifying Parties have made any indemnification payment hereunder in respect of a claim for which the Company PartiesIndemnified Parties have asserted a related claim for insurance proceeds or under a contractual indemnity, by the Representative in respect Indemnifying Parties shall be subrogated to the rights of the Underwriter Indemnified Parties and by Financial Security in respect of to receive the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent proceeds of such prejudiceinsurance or contractual indemnity.

Indemnification Procedures. Except as provided below in Section 6 with respect to contributionThe Party seeking indemnification hereunder (individually, the indemnification provided herein by an Indemnifying “Indemnified Party”), shall promptly notify the other Party shall be (the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an “Indemnifying Party; provided, however, that each ”) in writing of the applicable Claim(s). Such claim for indemnity shall indicate the nature of the Claim(s) and the basis therefor. The Indemnified Party shall be entitled promptly permit the Indemnifying Party, at its option and expense, to pursue any other remedy at law or in equity for any assume the complete defense of such breach so long as Claim(s), provided that (i) the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give will have the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled right to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, Claim at its own cost and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expensesexpense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld, conditioned or delayed; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall have failed be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to 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 of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying PartyClaim, the Indemnifying Party shall not have be liable to the right to assume Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of such action or proceeding on behalf of such Indemnified the Indemnifying Party, it being understood, however, that . As to those Claims with respect to which the Indemnifying Party shall notdoes not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in connection with such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for without the reasonable fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position consent of the Indemnifying Party and then only to the extent of such prejudiceParty.

Indemnification Procedures. Except as provided below Any Party seeking indemnification under this Article V for a third party claim (the “Indemnified Party”) must notify the Party from whom such indemnity is sought (the “Indemnifying Party”) in Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy writing of any and all Indemnified Parties claim, demand, action or proceeding for the breach of a representation, warranty or agreement hereunder by an Indemnifying Partywhich indemnification will be sought; provided, however, that each the failure to so notify will not adversely impact the Indemnified Party shall be entitled Party’s right to pursue any other remedy at law indemnification hereunder except and solely to the extent that such failure to notify actually prejudices, or in equity for any prevents the Indemnifying Party’s ability to defend such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any claim, demand, action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereofproceeding. The Indemnifying Party shall be entitled will have the right at its expense to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall will have the right (i) to employ separate counsel in participate, at its own expense, with respect to any claim, demand, action or proceeding that is being diligently defended by the Indemnifying Party and (ii) to assume the defense of any claim, demand, action or proceeding at the cost and expense of the Indemnifying Party if the Indemnifying Party fails or ceases to defend the same. In connection with any such claim, demand, action or proceeding the Parties will cooperate with each other and provide each other with access to participate relevant books and records in their possession. If a firm written offer is made to the Indemnifying Party to settle any such claim, demand, action or proceeding solely in exchange for monetary sums to be paid by the Indemnifying Party (and such settlement contains a complete release of the Indemnified Party and its Subsidiaries and their respective directors, officers and employees) and the Indemnifying Party proposes to accept such settlement and the Indemnified Party refuses to consent to such settlement, then (A) the Indemnifying Party will be excused from, and the Indemnified Party will be solely responsible for, all further defense thereof at of such claim, demand, action or proceeding, (B) the expense maximum liability of the Indemnifying Party relating to such claim, demand, action or proceeding will be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party on such claim, demand, action or proceeding is greater than the amount of the proposed settlement, and (C) the Indemnified Party will pay all attorneys’ fees and legal costs and expenses incurred after rejection of such settlement by the Indemnified Party; provided, however, that if the fees and expenses amount thereafter recovered by the third party from the Indemnified Party is less than the amount of such separate counsel shall the proposed settlement, the Indemnified Party will be at the expense of reimbursed by the Indemnifying Party if (i) the Indemnifying Party has agreed to pay for such attorneys’ fees and expenses, (ii) the Indemnifying Party shall have failed legal costs and expenses up to assume the defense of such action or proceeding and employ counsel satisfactory a maximum amount equal to the Indemnified Party in any such action or proceeding or (iii) difference between the named parties to any such action or proceeding (including any impleaded parties) include both amount recovered by the Indemnified Party third party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation amount of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceproposed settlement.

Indemnification Procedures. Except as provided below in Promptly after receipt of notice of the commencement of any action by a party seeking to be indemnified under this Section 6 with respect to contribution19 (the "Indemnified Party"), the Indemnified Party shall, if a claim in respect thereof is to be made against a party against whom indemnification provided herein by an is sought under this Section 19 (the "Indemnifying Party"), notify the Indemnifying Party shall be in writing of the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Partycommencement thereof; provided, however, that each the omission to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions hereof, and shall be entitled relieve it from liability hereunder only to pursue any other remedy at law the extent that such omission results in the forfeiture by the Indemnifying Party of rights or in equity for any defenses with respect to such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breachaction. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an proceeding, following provision of proper notice by the Indemnified Party to be indemnified under this Agreement, such party shall give of the Indemnifying Party written or telegraphic notice existence of such action or claim reasonably promptly after receipt of written notice thereof. The action, the Indemnifying Party shall be entitled to participate in any such action and, upon notice to the Indemnified Partyextent that it shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any such action or claim in reasonable cooperation withconflict of interest requires the appointment of separate counsel), and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of after notice from the Indemnifying Party if (i) the Indemnifying to such Indemnified Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed of its election to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyaction, the Indemnifying Party shall not have be liable to such Indemnified Party hereunder for any legal expense of the right to assume other counsel subsequently incurred without the Indemnifying Party's consent. The Indemnified Party shall cooperate in the defense or settlement of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Partiesclaims so assumed. The Indemnifying Party shall not be liable hereunder for the settlement by the Indemnified Party for any settlement of any such claim or action demand unless the Indemnifying Party shall have consented thereto has previously approved the settlement or be it has been notified of such claim or demand and has failed to provide a defense in default in its obligations hereunder. Any failure by an Indemnified Party to comply accordance with the provisions of this Section shall relieve hereof. In the event that any proceeding involving the Indemnifying Party shall be commenced by the Indemnified Party in connection with the Agreement, or the transactions contemplated hereunder, and such proceeding shall be finally determined by a court of liability only if such failure is prejudicial to the position competent jurisdiction in favor of the Indemnifying Party, the Indemnified Party and then only shall be liable to the extent Indemnifying Party for any reasonable attorney's fees and direct costs relating to such proceedings. The indemnifications provided in this Section 19 shall survive the termination of such prejudicethis Agreement.

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall will have the right to employ separate its own counsel in any such action and in addition to participate in the defense thereof at the expense counsel of the Indemnified Indemnifying Party; provided, however, that but the fees and expenses of such separate counsel shall will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Indemnifying Party if Party, (ib) the Indemnifying Party has agreed not in fact employed counsel satisfactory to pay such fees and expenses, (ii) the Indemnifying Party shall have failed Financial Security to assume the defense of such action or proceeding and employ counsel satisfactory to within a reasonable time after receiving notice of the Indemnified Party in any such action or proceeding commencement of the action, or (iiic) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Indemnifying Party and the Indemnifying Partyone or more Indemnified Parties, and the Indemnified Party Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to it them which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the such Indemnified Party Parties by the same counsel would be inappropriate or contrary to prudent practice, practice (in which case, if the such Indemnified Party notifies Parties notify the Indemnifying Party in writing that it elects they elect 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 action or proceeding on behalf of such Indemnified PartyParties, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Seller Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company Seller in respect of the Company Seller Parties, by the Representative Underwriters in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and all such fees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as (a) The Indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification under this Article II, it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim; provided below in Section 6 with respect that the failure of any Indemnified Party to contributiongive such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the indemnification provided herein extent that it shall be finally determined by an a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be have the exclusive remedy right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article II, including the selection of counsel, determination of whether to appeal any decision of any court and all Indemnified Parties for the breach settling of a representation, warranty any such claim or agreement hereunder by an Indemnifying Partyany matter or any issues relating thereto; provided, however, that each no such settlement shall be entered into without the consent of the Indemnified Party unless it includes a full unconditional release of the Indemnified Party from all liability with respect to such claim and does not contain any admission of wrongdoing or illegal conduct; provided, further, that no such settlement containing any form of injunctive or similar relief shall be entitled to pursue any other remedy at law or in equity for any such breach so long as entered into without the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party prior written or telegraphic notice consent of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action which consent shall not be unreasonably delayed or claim in reasonable cooperation withwithheld; and, and with the reasonable cooperation ofprovided, the Indemnified Party. The further, that an Indemnified Party shall have the right to employ separate counsel in any such action claim and to participate in the defense thereof thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party shall have failed promptly to assume the defense of such claim; or (ii) the named parties to any such claim (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party. (c) The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party with respect to all aspects of the defense of and pursuit of any counterclaims relating to any claims covered by the indemnification under this Article II, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense and counterclaims (provided, that the Indemnified Party has an opportunity to review the use of its name and does not reasonably object to such use), the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of in connection therewith the Indemnifying Party if (i) agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 2.3. The obligation of the Indemnified Party to cooperate with the Indemnifying Party has agreed as set forth in the immediately preceding sentence shall not be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this Article II; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such fees defense and expensescounterclaims. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense or counterclaim, (ii) but the Indemnifying Party shall have failed the right to assume the retain sole control over such defense of such action or proceeding and employ counsel satisfactory to counterclaims so long as the Indemnified Party in is still seeking indemnification hereunder. (d) In determining the amount of any such action loss, cost, damage or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both expense for which the Indemnified Party and is entitled to indemnification under this Agreement, the Indemnifying gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party as a result of such claim and (Bii) the representation of the Indemnifying Party and all amounts recovered by the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceunder contractual indemnities from third Persons.

Indemnification Procedures. Except as provided below (a) Each Party seeking indemnification (each, an “Indemnified Party”) pursuant to this Article IV agrees that within a reasonable period of time after it shall become aware of facts giving rise to a claim for indemnification pursuant to this Article IV, it will provide notice thereof in Section 6 with respect writing to contributionthe Parties from whom indemnification is sought pursuant to this Article IV (each, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an “Indemnifying Party”) specifying the nature of and specific basis for such claim; provided, however, that each no Indemnified Party shall be entitled submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed expiration of the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified applicable indemnity coverage under this Agreement); provided further, that failure to timely provide such party notice shall give not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party written is materially prejudiced by such delay or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. omission. (b) The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification set forth in this Article IV, including, without limitation, the selection of counsel in (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determination of whether to appeal any decision of any court and the settling of any such action and to participate in matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the defense thereof at the expense consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified PartyParties unless it includes a full release of the Indemnified Parties and their respective Subsidiaries from such matter or issues, as the case may be. (c) The Indemnified Parties agree to cooperate fully with the Indemnifying Parties with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article IV, including, without limitation, the prompt furnishing to the Indemnifying Parties of any correspondence or other notice relating thereto that the Indemnified Parties may receive, permitting the names of the Indemnified Parties to be utilized in connection with such defense, the making available to the Indemnifying Parties of any files, records or other information of the Indemnified Parties that Indemnifying Parties consider relevant to such defense and the making available to Indemnifying Parties of any employees of the Indemnified Parties; provided, however, that in connection therewith Indemnifying Parties agree to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Parties and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Parties pursuant to this Section 4.3. In no event shall the obligation of the Indemnified Parties to cooperate with Indemnifying Parties as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Parties an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article IV; provided, however, that the fees Indemnified Parties may, at their option, cost and expenses of expense, hire and pay for counsel in connection with any such separate defense. The Indemnifying Parties agree to keep any such counsel shall be at hired by the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory Indemnified Parties reasonably informed as to the Indemnified Party in status of any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the defense, but Indemnifying Party, and the Indemnified Party Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume retain sole control over such defense. (d) In determining the defense amount of any Losses for which the Indemnified Parties are entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Parties as a result of such action claim and (ii) all amounts recovered by the Indemnified Parties under contractual indemnities from third parties. The Indemnified Parties hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds or proceeding on behalf of amounts recoverable under such Indemnified Party, it being understoodcontractual indemnities; provided, however, that the Indemnifying Party shall notcosts and expenses (including, without limitation, court costs and reasonable attorneys’ fees) of the Indemnified Parties in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm efforts shall be designated in writing promptly reimbursed by the Company Indemnifying Parties. To the extent that Indemnifying Parties have made any indemnification payment hereunder in respect of a claim for which the Company PartiesIndemnified Parties have asserted a related claim for insurance proceeds or under a contractual indemnity, by Indemnifying Parties shall be subrogated to the Representative in respect rights of the Underwriter Indemnified Parties and by Financial Security in respect of to receive the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent proceeds of such prejudiceinsurance or contractual indemnity.

Indemnification Procedures. Except as provided below (a) A Party seeking indemnification under this Article V for a third-party claim (the “Indemnified Party”) must notify the Party from whom such indemnity is sought (the “Indemnifying Party”) in Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy writing of any and all Indemnified Parties claim, demand, action or proceeding for the breach of a representation, warranty or agreement hereunder by an Indemnifying Partywhich indemnification will be sought; provided, however, that each the failure to so notify will not impact the Indemnified Party shall be entitled Party’s right to pursue any other remedy at law indemnification hereunder except to the extent that such failure to notify actually and materially prejudices, or in equity for any prevents the Indemnifying Party’s ability to defend such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any claim, demand, action or regulatory proceeding shall be commenced or claim asserted which may entitle an proceeding. At the Indemnified Party to be indemnified under this AgreementParty’s request, such party shall give the Indemnifying Party written shall assume the defense thereof using counsel reasonably acceptable to the Indemnified Party, provided that the Indemnified Party may, at the cost and expense of the Indemnifying Party, at any time prior to the delivery by the Indemnifying Party of the notice referred to in this Section 5.5, file any motion, answer or telegraphic notice of such other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary, appropriate or claim reasonably promptly after receipt of written notice thereofdesirable to protect its interests. The Indemnifying Party shall be entitled to participate in andnot settle any claim, upon notice to demand, action or proceeding without the prior written consent of the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Partyits sole discretion. The Indemnified Party shall have the right but not the obligation (i) to employ separate counsel in participate, at its own expense, with respect to any such claim, demand, action or proceeding that is being defended by the Indemnifying Party and (ii) to participate in assume the defense thereof of any claim, demand, action or proceeding at the expense of the Indemnified Party; provided, however, that the fees cost and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed fails or ceases to pay defend the same. In connection with any such fees and expensesclaim, (ii) the Indemnifying Party shall have failed to assume the defense of such demand, action or proceeding the Parties will cooperate with each other and employ counsel satisfactory provide each other with access to relevant books and records in their possession. (b) Upon discovery of a claim for which an Indemnifying Party has an indemnification obligation under Section 5.1 or Section 5.2 which does not involve a claim by a third party against the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available give prompt notice to the Indemnifying Party and (B) the representation of such claim and, in any case, shall give the Indemnifying Party and such notice within thirty (30) days of such discovery. A failure by the Indemnified Party by to timely give the same counsel would be inappropriate or contrary foregoing notice to prudent practice, in which case, if the Indemnified Party 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 excuse the right Indemnifying Party from any indemnification liability except to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, extent that the Indemnifying Party shall not, in connection with any one is materially and adversely prejudiced by such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudicefailure.

Indemnification Procedures. Except as provided below in Promptly after an Investor Party receives notice of a claim or the commencement of an action for which the Investor Party intends to seek indemnification under Section 6 with respect to contribution9.1, the indemnification provided herein by an Indemnifying Investor Party shall be will notify the exclusive remedy of any and all Indemnified Parties for Company (such party, the breach of a representation, warranty or agreement hereunder by an “Indemnifying Party”) in writing of the claim or commencement of the action, suit or proceeding; provided, however, that each Indemnified Party shall be entitled failure to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give notify the Indemnifying Party written or telegraphic notice of will not relieve such action or claim reasonably promptly after receipt of written notice thereofparty from liability under Section 9.1, except to the extent it has been materially prejudiced by the failure to give notice. The Indemnifying Party shall may (but will not be entitled to participate in and, upon notice to the Indemnified Party, required to) assume the defense of any such action against the claim, action, suit or claim in reasonable cooperation with, and proceeding with the reasonable cooperation of, the Indemnified Partycounsel satisfactory to it. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of After the Indemnifying Party if (i) notifies the Investor Party that the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed wishes to assume the defense of such action a claim, action, suit or proceeding, the Indemnifying Party will not be liable for any further legal or other expenses incurred by the Investor Party in connection with the defense against the claim, action, suit or proceeding and employ except that if, in the opinion of counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Investor Party, and it would be inappropriate under the Indemnified Party shall have been advised by applicable rules of professional responsibility for the same counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to represent both the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying such Investor Party. In such event, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for will pay the reasonable fees and expenses of no more than one separate firm of attorneys at any time counsel for all the Company Parties, one such firm for all Underwriter Investor Parties promptly as such fees and one such firm for all Financial Security Partiesexpenses are incurred. Each Investor Party, as a condition to receiving indemnification as provided in Section 9.1, will cooperate in all reasonable respects with the case may be, Indemnifying Party in the defense of any action or claim as to which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Partiesindemnification is sought. The Indemnifying Party shall will not be liable for any settlement of any such claim action effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party will not, without the prior written consent of the Investor Party, effect any settlement of a pending or threatened action with respect to which an Investor Party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by settlement includes an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position unconditional release of the Indemnifying Investor Party from all liability and then only claims which are the subject matter of the pending or threatened action. The remedies provided for in this Article IX are not exclusive and shall not limit any rights or remedies which may otherwise be available to the extent of such prejudiceany Investor Party at law or in equity.

Indemnification Procedures. Except as provided below (a) In the event that indemnification may be sought under this Article IX (an “Indemnification Claim”) in connection with (i) any action, suit or proceeding that may be instituted or (ii) any claim that may be asserted by any Person not a party to this Agreement, the party seeking indemnification 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 hereunder is sought (the “Indemnifying Party”) prior to the expiration of the applicable survival period set forth in Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party9.1; provided, however, that each no delay on the part of the Indemnified Party shall be entitled to pursue any other remedy at law or in equity for giving any such breach so long as the damages sought to be recovered notice shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give relieve the Indemnifying Party written or telegraphic of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay, as long as such notice is given in no event later than the expiration of such action or claim reasonably promptly after receipt of written notice thereofthe applicable survival period set forth in Section 9.1. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Indemnification Claim and, if the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, it shall within thirty (30) days (or sooner, if the nature of the Indemnification Claim so requires) (the “Dispute Period”) notify the Indemnified Party of its intent to do so. If the Indemnifying Party within the Dispute Period elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the Indemnifying Party assumes the defense of any Indemnification Claim, the Indemnified Party may participate, at its own expense, in the defense of such Indemnification Claim; provided, however, that such Indemnified Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and defense with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (ix) so requested by the Indemnifying Party has agreed to pay such fees and expenses, participate or (iiy) in the Indemnifying Party shall have failed to assume the defense reasonable opinion of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action Party, a conflict or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both potential conflict exists between the Indemnified Party and the Indemnifying PartyParty that would make such separate representation advisable; and provided, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, howeverfurther, that the Indemnifying Party shall not, not be required to pay for more than one such counsel for all Indemnified Parties in connection with any one single Indemnification Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction Indemnification Claim arising out of a third party claim. Notwithstanding anything in this Section 9.4 to the same general allegations contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or circumstances, be liable for compromise any Indemnification Claim or permit a default or consent to entry of any judgment unless the reasonable fees claimant and expenses of more than one separate firm of attorneys at any time for such party provide to such other party an unqualified release from all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company liability in respect of the Company PartiesIndemnification Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the Representative applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in respect writing of the Underwriter Parties Indemnifying Party’s willingness to accept the settlement offer and, subject to the applicable limitations of Section 9.5, pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Indemnification Claim, free of any participation by Financial Security in the Indemnifying Party, and the amount of any 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 (i) the amount of the Financial Security Partiessettlement 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 (ii) the aggregate Losses of the Indemnified Party with respect to such Indemnification Claim. The If the Indemnifying Party makes any payment on any Indemnification Claim, the Indemnifying Party shall not be liable for subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any settlement insurance benefits or other claims of the Indemnified Party with respect to such Indemnification Claim. (b) In the event that an Indemnified Party has any claim against an Indemnifying Party hereunder, but which such claim does not involve an action, suit, proceeding or action unless claim by a third party not party to this Agreement, which such Indemnified Party determines to assert, then such Indemnified Party shall assert such Indemnification Claim by sending written notice to the Indemnifying Party describing in reasonable detail the nature of such claim and the Indemnified Party’s estimate of the amount of Losses attributable to such claim. (c) After any final and non-appealable decision, judgment or award shall have been rendered by a Governmental Entity of competent jurisdiction, or a settlement or arbitration shall have been consummated or the Indemnified Party and the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party arrived at a mutually binding agreement with respect to comply with the provisions of this Section shall relieve any Indemnification Claim hereunder (any such event a “Final Determination”), then the Indemnifying Party of liability only if shall pay any amount so determined to such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceIndemnified Party.

Indemnification Procedures. Except as provided below in Promptly after an Indemnified Party receives notice of a claim or the commencement of an action for which the Indemnified Party intends to seek indemnification under Section 6 with respect to contribution9.1, the indemnification provided herein by an Indemnified Party will notify the Indemnifying Party shall be in writing of the exclusive remedy claim or commencement of any and all Indemnified Parties for the breach of a representationaction, warranty suit or agreement hereunder by an Indemnifying Partyproceeding; provided, however, that each Indemnified Party shall be entitled failure to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give notify the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereofwill not relieve the Indemnifying Party from liability under Section 9.1, except to the extent it has been materially prejudiced by the failure to give notice. The Indemnifying Party shall will be entitled to participate in andthe defense of any claim, upon notice action, suit or proceeding as to which indemnification is being sought, and if the Indemnifying Party acknowledges in writing the obligation to indemnify the Indemnified Party against whom the claim or action is brought, the Indemnifying Party may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to it. After the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party wishes to assume the defense of a claim, action, suit or proceeding, the Indemnifying Party will not be liable for any further legal or other expenses incurred by the Indemnified Party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to the Indemnified Party, assume it would be inappropriate under the defense applicable rules of any such action or claim in reasonable cooperation with, and with professional responsibility for the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right same counsel to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include represent both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the such Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party. In such event, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for will pay the reasonable fees and expenses of no more than one separate firm of attorneys at any time counsel for all the Company Parties, one such firm for all Underwriter Indemnified Parties promptly as such fees and one such firm for all Financial Security Partiesexpenses are incurred. Each Indemnified Party, as a condition to receiving indemnification as provided in Section 9.1, will cooperate in all reasonable respects with the case may be, Indemnifying Party in the defense of any action or claim as to which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Partiesindemnification is sought. The Indemnifying Party shall will not be liable for any settlement of any such claim action effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or action unless the conditioned. The Indemnifying Party shall have consented thereto will not, without the prior written consent of the Indemnified Party, effect any settlement of a pending or be in default in its obligations hereunder. Any failure by threatened action with respect to which an Indemnified Party is, or is informed that it may be, made a party and for which it would be entitled to comply with indemnification, unless the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position settlement includes an unconditional release of the Indemnifying Indemnified Party from all liability and then only claims which are the subject matter of the pending or threatened action. The remedies provided for in this Article X are not exclusive and shall not limit any rights or remedies which may otherwise be available to the extent of such prejudiceany Indemnified Party at law or in equity.

Indemnification Procedures. Except as provided below (a) Each Party seeking indemnification (each, an “Indemnified Party”) pursuant to this Article II agrees that within a reasonable period of time after it shall become aware of facts giving rise to a claim for indemnification pursuant to this Article II, it will provide notice thereof in Section 6 with respect writing to contributionthe Parties from whom indemnification is sought pursuant to this Article II (each, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an “Indemnifying Party”) specifying the nature of and specific basis for such claim; provided, however, that each no Indemnified Party shall be entitled submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed expiration of the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified applicable indemnity coverage under this Agreement); provided further, that failure to timely provide such party notice shall give not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party written is materially prejudiced by such delay or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. omission. (b) The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification set forth in this Article II, including, without limitation, the selection of counsel in (provided that such counsel shall be reasonably acceptable to the Indemnified Parties), determination of whether to appeal any decision of any court and the settling of any such action and to participate in matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the defense thereof at the expense consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified PartyParties unless it includes a full release of the Indemnified Parties and their respective Subsidiaries from such matter or issues, as the case may be. (c) The Indemnified Parties agree to cooperate fully with the Indemnifying Parties with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article II, including, without limitation, the prompt furnishing to the Indemnifying Parties of any correspondence or other notice relating thereto that the Indemnified Parties may receive, permitting the names of the Indemnified Parties to be utilized in connection with such defense, the making available to the Indemnifying Parties of any files, records or other information of the Indemnified Parties that Indemnifying Parties consider relevant to such defense and the making available to Indemnifying Parties of any employees of the Indemnified Parties; provided, however, that in connection therewith Indemnifying Parties agree to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Parties and further agrees to reasonably maintain the confidentiality of all files, records and other information furnished by the Indemnified Parties pursuant to this Section 2.3. In no event shall the obligation of the Indemnified Parties to cooperate with Indemnifying Parties as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Parties an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article II; provided, however, that the fees Indemnified Parties may, at their option, cost and expenses of expense, hire and pay for counsel in connection with any such separate defense. The Indemnifying Parties agree to keep any such counsel shall be at hired by the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory Indemnified Parties reasonably informed as to the Indemnified Party in status of any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the defense, but Indemnifying Party, and the Indemnified Party Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume retain sole control over such defense. (d) In determining the defense amount of any Losses for which the Indemnified Parties are entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Parties, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Parties as a result of such action claim and (ii) all amounts recovered by the Indemnified Parties under contractual indemnities from third parties. The Indemnified Parties hereby agree to use commercially reasonable efforts to realize any applicable insurance proceeds or proceeding on behalf of amounts recoverable under such Indemnified Party, it being understoodcontractual indemnities; provided, however, that the Indemnifying Party shall notcosts and expenses (including, without limitation, court costs and reasonable attorneys’ fees) of the Indemnified Parties in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm efforts shall be designated in writing promptly reimbursed by the Company Indemnifying Parties. To the extent that Indemnifying Parties have made any indemnification payment hereunder in respect of a claim for which the Company PartiesIndemnified Parties have asserted a related claim for insurance proceeds or under a contractual indemnity, by Indemnifying Parties shall be subrogated to the Representative in respect rights of the Underwriter Indemnified Parties and by Financial Security in respect of to receive the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent proceeds of such prejudiceinsurance or contractual indemnity.

Indemnification Procedures. Except as provided below Any party seeking indemnification under this Article VI for a third party claim (the “Indemnified Party”) must notify the party from whom such indemnity is sought (the “Indemnifying Party”) in Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy writing of any and all Indemnified Parties claim, demand, action or proceeding for the breach of a representation, warranty or agreement hereunder by an Indemnifying Partywhich indemnification will be sought; provided, however, that each the failure to so notify will not adversely impact the Indemnified Party shall be entitled Party’s right to pursue any other remedy at law indemnification hereunder except to the extent that such failure to notify actually prejudices, or in equity for any 15 prevents the Indemnifying Party’s ability to defend such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any claim, demand, action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereofproceeding. The Indemnifying Party shall be entitled will have the right at its expense to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall will have the right (i) to employ separate counsel in participate, at its own expense, with respect to any claim, demand, action or proceeding that is being diligently defended by the Indemnifying Party and (ii) to assume the defense of any claim, demand, action or proceeding at the cost and expense of the Indemnifying Party if the Indemnifying Party fails or ceases to defend the same. In connection with any such claim, demand, action or proceeding the parties will cooperate with each other and provide each other with access to participate relevant books and records in their possession. If a firm written offer is made to the Indemnifying Party to settle any such claim, demand, action or proceeding solely in exchange for monetary sums to be paid by the Indemnifying Party (and such settlement contains a complete release of the Indemnified Party and its Subsidiaries and their respective directors, officers and employees) and the Indemnifying Party proposes to accept such settlement and the Indemnified Party refuses to consent to such settlement, then (i) the Indemnifying Party will be excused from, and the Indemnified Party will be solely responsible for, all further defense thereof at of such claim, demand, action or proceeding, (ii) the expense maximum liability of the Indemnifying Party relating to such claim, demand, action or proceeding will be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party on such claim, demand, action or proceeding is greater than the amount of the proposed settlement, and (iii) the Indemnified Party will pay all attorneys’ fees and legal costs and expenses incurred after rejection of such settlement by the Indemnified Party; provided, however, that if the fees and expenses amount thereafter recovered by the third party from the Indemnified Party is less than the amount of such separate counsel shall the proposed settlement, the Indemnified Party will be at the expense of reimbursed by the Indemnifying Party if (i) the Indemnifying Party has agreed to pay for such attorneys’ fees and expenses, (ii) the Indemnifying Party shall have failed legal costs and expenses up to assume the defense of such action or proceeding and employ counsel satisfactory a maximum amount equal to the Indemnified Party in any such action or proceeding or (iii) difference between the named parties to any such action or proceeding (including any impleaded parties) include both amount recovered by the Indemnified Party third party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation amount of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceproposed settlement.

Indemnification Procedures. Except as provided below in Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 6 8.4) will not be liable under the indemnification provisions of this Article VIII with respect to contributionany claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall will be entitled to pursue any other remedy participate, at law or its own expense, in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice defense thereof. The Indemnifying Party shall also will be entitled to participate assume the defense thereof, with counsel satisfactory to the party named in and, upon the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party, 's election to assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation ofthereof, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that will bear the fees and expenses of such separate any additional counsel shall be at the expense of retained by it, and the Indemnifying Party if will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (ia) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any will have mutually agreed to the retention of such action or proceeding counsel; or (iiib) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Partiespotential differing interests between them. The Indemnifying Party shall will not be liable for any settlement of any proceeding effected without its written consent but if settled with such claim consent or action unless if there is a final judgment for the plaintiff, the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an 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 comply with this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceAgreement.

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution, the indemnification provided herein (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party under this Article VII, notify the Indemnifying Party in writing of the commencement thereof; but the omission so to notify the Indemnifying Party shall be the exclusive remedy of not relieve it from any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each liability which it may have to any Indemnified Party otherwise than under this Article VII. In case any such action shall be entitled to pursue brought against any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party and it shall give notify the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice the commencement thereof. The , the Indemnifying Party shall be entitled to participate in therein and, upon notice to the extent that it shall wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Article VII for any legal expenses of counsel to the Indemnified Party or any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, other expenses of the Indemnified Party, in each case subsequently incurred by such Indemnified Party, in connection with the defense thereof other than reasonable costs of investigation. The If the Indemnifying Party fails to notify the Indemnified Party within thirty (30) days that the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 7.4, or if the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 7.4 but fails diligently to prosecute the proceedings related to such claim as herein provided then the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof defend, at the sole cost and expense of the Indemnified Party (if the Indemnified Party is entitled to indemnification hereunder), such claim by all appropriate proceedings. No Indemnifying Party shall, without the written consent of the Indemnified Party (which consent will not be unreasonably withheld, delayed or conditioned), effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought under this Article VII (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 from all liability arising out of such action or claim 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 Indemnified Party; provided. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a third-party claim, howeverthe Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the fees and expenses of Indemnifying Party disputes such separate counsel claim, the claim specified by the Indemnified Party in the Indemnity Notice shall be at the expense deemed a liability of the Indemnifying Party if (i) hereunder. If the Indemnifying Party has agreed to pay provides notice within such fees and expensestime period that it disputes the claim, (ii) the Indemnified Party shall allow the Indemnifying Party shall have failed and its professional advisors to assume investigate the defense of such action matter or proceeding and employ counsel satisfactory circumstance alleged to give rise to the Indemnified Party claim, and whether and to what extent any amount is payable in any such action or proceeding or (iii) respect of the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, claim and the Indemnified Party shall have been advised assist the Indemnifying Party’s investigation by counsel that giving such information and assistance (Aincluding access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) there may be one or more legal defenses available to it which are different from or additional to those available to as the Indemnifying Party and or any of its professional advisors may reasonably request. (Bc) In determining the representation amount of the Indemnifying Party and any Damages for which the Indemnified Party is entitled to indemnification under this Article VII, the gross amount of the indemnification will be reduced by the same counsel would be inappropriate or contrary to prudent practice, in which case, if (i) any insurance proceeds actually received by the Indemnified Party notifies and (ii) all amounts actually recovered by the Indemnifying Indemnified Party under contractual indemnities from third Persons. (d) The date on which notification of a claim for indemnification is received as provided in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, Section 9.1 by the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any determine whether such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudicetimely made.

Indemnification Procedures. Except as provided below i. Promptly after receipt by any Indemnified Party under this Section 9 of notice of the commencement or threatened commencement of any action, proceeding or other claim by a third party involving a claim in Section 6 with respect to contributionof which the Indemnified Party will seek indemnification, the indemnification provided herein by Indemnified Party shall notify the Indemnifying Party of such claim in writing and provide to the Indemnifying Party all reasonably available information requested. Subject to the provisions of Section 9(c)(iv), no failure to so notify an Indemnifying Party shall relieve it of its obligations under this Agreement except to the extent that it can demonstrate damages attributable to such failure. Within thirty (30) days following receipt of notice and such reasonably available information from the Indemnified Party relating to any claim, but no later than ten (10) days before the date on which any response to a complaint or summons is due (the applicable period referred to herein as the "Notice Period"), the Indemnifying Party shall notify the Indemnified Party in writing if the Indemnifying Party assumes full responsibility to indemnify, defend and hold harmless the Indemnified Party and elects to assume control of the defense and settlement of that claim (a "Notice of Election"). During the Notice Period, the Indemnified Party shall use commercially reasonable efforts to extend the date on which a response to the claim is due until the Indemnifying Party has provided its Notice of Election. The Indemnifying Party shall be responsible for all costs and expenses related to such claim (including reasonable legal fees and disbursements and reasonable out-of-pocket costs of investigation and litigation) incurred by the exclusive remedy Indemnified Party ("Costs and Expenses") during the Notice Period if the Indemnifying Party is obligated to indemnify the Indemnified Party. ii. 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 all Indemnified Parties for the breach settlement of a representation, warranty or agreement hereunder by an Indemnifying Partysuch claim; provided, however, that each (i) the Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim, and (ii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim. The Indemnified Party shall not unreasonably withhold its consent to any such action or claim in settlement, provided that it shall be deemed reasonable cooperation with, and with to withhold consent if the reasonable cooperation of, settlement would cause harm to the reputation of the Indemnified Party. The After the Indemnifying Party has delivered a Notice of Election relating to any claim in accordance with the preceding paragraph, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred by such Indemnified Party in connection with the defense of that claim. In addition, the Indemnifying Party shall not be required to indemnify the Indemnified Party for any amount paid or payable by such Indemnified Party in the settlement of any claim for which the Indemnifying Party has delivered a timely Notice of Election if such amount was agreed to without the written consent of the Indemnifying Party. iii. If the Indemnifying Party does not deliver a Notice of Election relating to any claim within the Notice Period, or otherwise fails to acknowledge its indemnification obligations, the Indemnified Party shall have the right to employ separate counsel defend the claim in any such action and to participate in the defense thereof manner as it may deem appropriate, at the expense of the Indemnified Party; provided, however, that the fees cost and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party. The Indemnifying Party shall promptly reimburse the Indemnified Party for all Costs and Expenses related to such claim. If no Notice of Election is delivered, the Indemnified Party may settle any such claim without the consent of the Indemnifying Party, except that the Indemnified Party must use reasonable commercial efforts to reduce the amount of any such settlement. If it is determined that the Indemnifying Party failed to defend a claim for which it was liable, the Indemnifying Party shall not have be entitled to challenge the right to assume amount of any settlement or compromise paid by the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. (a) In the event that any action claim or regulatory proceeding shall demand for which the Indemnifying Party would be commenced or claim asserted which may entitle liable to an Indemnified Party under this ARTICLE 8 is asserted against or sought to be indemnified under this Agreementcollected from an Indemnified Party by a third party, such party the Indemnified Party shall give the Indemnifying Party written or telegraphic notice of such action claim or demand promptly to the Indemnifying Party, which notice(s) shall specify the nature of such claim reasonably promptly after receipt or demand in reasonable detail and the amount or the estimated amount thereof to the extent then feasible (the “Claim Notice”) and shall attach to such Claim Notice copies of any applicable summonses, complaints, pleadings, written notice thereofclaims, demands, notices, correspondence or other documents evidencing or supporting such claim. The Indemnifying Party shall be entitled have 20 Business Days from the receipt of the Claim Notice in accordance with Section 9.5 (the “Notice Period”) to participate in and, upon notice to notify the Indemnified PartyParty whether or not the Indemnifying Party desires, assume at its sole cost and expense, to defend the defense of any Indemnified Party against such action claim or demand. (b) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim in reasonable cooperation with, and with the reasonable cooperation ofor demand, the Indemnified Party. The Indemnified Indemnifying Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and defend the Indemnified Party by the same counsel would appropriate proceedings, which proceedings shall be inappropriate promptly settled or contrary to prudent practice, in which case, if the Indemnified Party notifies prosecuted by 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understooda final conclusion; provided, however, that the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed), consent to the entry of any judgment against the Indemnified Party or enter into any settlement or compromise that (i) does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release, in connection with any one form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such action claim or proceeding litigation, or separate but substantially similar or related actions or proceedings (ii) includes terms and conditions that, in the same jurisdiction arising out reasonable judgment of the same general allegations Indemnified Party, impose any burden, restraint, cost, liability, duty or circumstancesother obligation on the Indemnified Party. The Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records, documents, information, data and other materials which may be reasonably required in the defense of such third party claim, and shall otherwise cooperate with and assist the Indemnifying Party in its defense of the claim. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. In no event shall the Indemnifying Party be liable for the reasonable fees and expenses of more than one separate law firm of attorneys at any time (excluding local counsel) for all the Company Parties, one such firm Indemnified Parties with respect to any claim or demand or series of related claims or demands hereunder. (c) Any claim or demand for all Underwriter Parties and one such firm for all Financial Security Parties, as the case which an Indemnified Party seeks indemnification under this ARTICLE 8 may be, which firm shall be designated in writing settled by the Company in respect Indemnified Party only with the prior written consent of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party (which consent shall not be liable for unreasonably withheld or delayed). The amount of any settlement so approved shall be conclusively deemed to be a liability of any the Indemnifying Party hereunder if it is determined that the Indemnifying Party has liability for such claim or action unless demand. (d) In the event an Indemnified Party has a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall have consented thereto or be in default in its obligations hereunder. Any promptly send a Claim Notice with respect to such claim to the Indemnifying Party. (e) The failure by an of the Indemnified Party to comply give the Indemnifying Party a Claim Notice in accordance with the provisions requirements of this Section ARTICLE 8 shall not relieve the Indemnifying Party from any liability in respect of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only claim, demand or action under this ARTICLE 8, except to the extent of such prejudiceany prejudice or damages to the Indemnifying Party as a result thereof.

Indemnification Procedures. Except as provided below in Promptly after receipt by a party entitled to indemnification under this Section 6 with respect to contribution7 (each, an “Indemnified Party”) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, the Indemnified Party will, if a claim is to be made against the party obligated to provide indemnification provided herein by under this Section 7 (each, an “Indemnifying Party”), promptly notify the Indemnifying Party shall be of the exclusive remedy commencement of the action. The failure to provide such notice will not relieve the Indemnifying Party from any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified liability under this Agreement, such party shall give except to the extent that the delay in giving, or failing to give, notice has a material adverse effect upon the ability of the Indemnifying Party written or telegraphic notice of such to defend against the claim. In case an action or claim reasonably promptly after receipt of written notice thereof. The is brought against an Indemnified Party, the Indemnifying Party shall be entitled has the right to participate in and, upon notice at the Indemnifying Party’s option, to the Indemnified Party, assume the defense of the action, singly or jointly with any such action or claim in reasonable cooperation withother Indemnifying Party similarly notified, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right counsel satisfactory to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that if the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party defendants in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, Party and the Indemnified Party shall have been advised by counsel reasonably concludes that (A) there may be one or more legal defenses available to it which any Indemnified Parties that are different from or additional to those available to the Indemnifying Party and (B) the representation Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party and from also representing the Indemnified Party, the Indemnified Party by will have the same right to select counsel would be inappropriate or contrary to prudent practice, participate in which case, if the defense of the action on behalf of the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party; provided that if there is more than one Indemnified Party, the Indemnifying Party shall not have will be responsible for the right expense of only one special counsel selected jointly by the Indemnified Parties. After notice from an Indemnifying Party to any Indemnified Party of the Indemnifying Party’s election to assume the defense of such action or proceeding on behalf of such Indemnified Partythe action, it being understood, however, that the Indemnifying Party shall not, will not be liable to the Indemnified Party under this Section 7 for any legal or other expense subsequently incurred by the Indemnified Party in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out defense of the same general allegations or circumstancesaction other than reasonable costs of investigation, be liable for unless (i) the reasonable fees and expenses of more than one Indemnified Party employed separate firm of attorneys at any time for all counsel in accordance with the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect proviso of the Company Partiespreceding sentence, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless (ii) the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an does not employ counsel satisfactory to the Indemnified Party to comply with represent the provisions Indemnified Party within a reasonable time after the notice of this Section shall relieve the commencement of the action, or (iii) the Indemnifying Party has authorized the employment of liability only if such failure is prejudicial to counsel for the position Indemnified Party at the expense of the Indemnifying Party and then only to the extent of such prejudiceParty.

Indemnification Procedures. Except If any third party claim is commenced against a Party entitled to indemnification under this Agreement (the "INDEMNIFIED PARTY"), notice thereof shall be given to the Party that is obligated to provide indemnification (the "INDEMNIFYING PARTY") as provided below in promptly as practicable. If, after such notice, the Indemnifying Party acknowledges that this Section 6 applies with respect to contributionsuch claim, then the indemnification provided herein by an Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the exclusive remedy Indemnified Party, but in no event less than [***]* prior to the date on which a response to such claim is due, to immediately * Confidential information has been omitted. take control of any the defense and all investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Parties for Party to handle and defend the breach of a representationsame, warranty or agreement hereunder by an at the Indemnifying Party's sole cost and expense. The Indemnified Party shall cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that each the Indemnified Party shall be entitled to pursue any other remedy may, at law its own cost and expense, participate, through its attorneys or otherwise, in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreementinvestigation, such party shall give the Indemnifying Party written or telegraphic notice trial and defense of such action or claim reasonably promptly after receipt and any appeal arising therefrom. No settlement of written notice thereof. The a claim pursuant to this Section that involves a remedy other than the payment of money by the Indemnifying Party shall be entitled to participate in and, upon entered into without the consent of the Indemnified Party. After notice by the Indemnifying Party to the Indemnified Party, Party of its election to assume full control of the defense of any such action or claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in reasonable cooperation withthis Section, the Indemnifying Party may participate in such defense, at its sole cost and expense, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel defend the claim in any such action and to participate in the defense thereof manner as it may deem appropriate, at the expense of the Indemnified Party; provided, however, that the fees cost and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution, the indemnification provided herein (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party under this Article IX, notify the Indemnifying Party in writing of the commencement thereof; but the omission so to notify the Indemnifying Party shall be the exclusive remedy of not relieve it from any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each liability which it may have to any Indemnified Party otherwise than under this Article IX. In case any such action shall be entitled to pursue brought against any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party and it shall give notify the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice the commencement thereof. The , the Indemnifying Party shall be entitled to participate in therein and, upon notice to the extent that it shall wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Article IX 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 than reasonable costs of investigation. If the Indemnifying Party fails to notify the Indemnified Party within 15 days after receipt by the Indemnifying Party of written notice from the Indemnified Party of the commencement of such action or claim in reasonable cooperation with, and with that the reasonable cooperation of, Indemnifying Party elects to defend the Indemnified Party. The Party pursuant to this Section 9.5, or if the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 9.5 but fails diligently to prosecute the proceedings related to such claim as herein provided, then the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof defend, at the expense of the Indemnified Party; provided, however, that the fees sole cost and expenses of such separate counsel shall be at the expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), such claim by all appropriate proceedings. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought under this Article IX (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 from all liability arising out of such action or claim 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 Indemnified Party. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a third-party claim, the Indemnified Party shall transmit to the Indemnifying Party has agreed a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to pay such fees claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and expensesthe basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice shall be deemed a liability of the Indemnifying Party hereunder. (c) In determining the amount of any Damages for which the Indemnified Party is entitled to indemnification under this Article IX, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party and (ii) all amounts actually recovered by the Indemnified Party under contractual indemnities from third Persons. (d) The date on which notification of a claim for indemnification is received as provided in Section 11.2 by the Indemnifying Party shall have failed to assume the defense determine whether such claim is timely made. (e) From and after Closing, if any Party receives any refund of Indemnified Taxes, such action or proceeding and employ counsel satisfactory Party shall remit any such refund to the Indemnified Party in any such action Equity Contributors or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying PartyAsset Contributors, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudicerespectively.

Indemnification Procedures. Except as provided below in Section 6 with respect Promptly after receipt by a Baxter Indemnitee or an AAC Indemnitee (together or individually, an “Indemnitee”) of notice of any pending or threatened claim against it (an “Action”), such Indemnitee shall give written notice to contribution, the Party to whom the Indemnitee is entitled to look for indemnification provided herein by an pursuant to this Article 11 (the “Indemnifying Party”) of the commencement thereof. The failure to so notify the Indemnifying Party shall be the exclusive remedy not relieve it of any and all Indemnified Parties for liability that it may have to any Indemnitee hereunder, except to the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give extent the Indemnifying Party written demonstrates that it is prejudiced thereby. In case any Action that is subject to indemnification under Section 11.2 or telegraphic notice of such action or claim reasonably promptly after receipt of Section 11.3 shall be brought against an Indemnitee and it shall give written notice to the Indemnifying Party of the commencement thereof. The , the Indemnifying Party shall be entitled to participate in therein and, upon if it so desires, to assume the defense thereof with counsel reasonably satisfactory to such Indemnitee and, after notice from the Indemnifying Party to the Indemnified Indemnitee of its election to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnitee under this Article 11 for any fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnitee in connection with the defense thereof. Notwithstanding an Indemnifying Party, ’s election to assume the defense of any such action Action that is subject to indemnification under Section 11.2 or claim in reasonable cooperation with, and with the reasonable cooperation ofSection 11.3, the Indemnified Party. The Indemnified Party Indemnitee shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be Action at the expense of the its own expense. If an Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume assumes the defense of such action Action, no compromise or proceeding settlement thereof 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 Third Party and employ counsel satisfactory to no effect on any other claims that may be made against the Indemnified Party in any such action or proceeding or Indemnitee and (iiib) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution, Promptly after receipt of notice of the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy commencement of any and all Indemnified Parties for the breach of action by a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party party seeking to be indemnified under this AgreementSection 17 (the “Indemnified Party”), such the Indemnified Party will, if a claim in respect thereof is to be made against a party shall give against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), notify the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense writing of the Indemnified Partycommencement thereof; provided, however, that the fees and expenses of such separate counsel shall be at the expense of omission to notify the Indemnifying Party if (i) will not relieve the Indemnifying Party has agreed from any liability which it may have to pay any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such fees and expenses, (ii) omission results in the forfeiture by the Indemnifying Party shall have failed of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such action Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof In the event that any proceeding and employ counsel satisfactory to involving the Indemnifying Party will be commenced by the Indemnified Party in any such action connection with the Agreement, or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Partytransactions contemplated under this Agreement, and the Indemnified Party shall have been advised such proceeding will be finally determined by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation a court of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, competent jurisdiction in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense favor of the Indemnifying Party, the Indemnifying Indemnified Party shall not have the right will be liable to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with for any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable attorney’s fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one direct costs relating to such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Partiesproceedings. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless indemnifications provided in this Section 17 will survive the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions termination of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceAgreement.

Indemnification Procedures. Except as provided below Any Party seeking indemnification under this Article V for a third party claim (the “Indemnified Party”) must notify the Party from whom such indemnity is sought (the “Indemnifying Party”) in Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy writing of any and all Indemnified Parties claim, demand, action or proceeding for the breach of a representation, warranty or agreement hereunder by an Indemnifying Partywhich indemnification will be sought; provided, however, that each the failure to so notify will not adversely impact the Indemnified Party shall be entitled Party’s right to pursue any other remedy at law indemnification hereunder except and solely to the extent that such failure to notify actually prejudices, or in equity for any prevents the Indemnifying Party’s ability to defend such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any claim, demand, action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereofproceeding. The Indemnifying Party shall be entitled will have the right at its expense to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall will have the right (i) to employ separate counsel in participate, at its own expense, with respect to any claim, demand, action or proceeding that is being diligently defended by the Indemnifying Party and (ii) to assume the defense of any claim, demand, action or proceeding at the cost and expense of the Indemnifying Party if the Indemnifying Party fails or ceases to diligently defend the same. In connection with any such claim, demand, action or proceeding the Parties will cooperate with each other and provide each other with access to participate relevant books and records in their possession. If a firm written offer is made to the Indemnifying Party to settle any such claim, demand, action or proceeding solely in exchange for monetary sums to be paid by the Indemnifying Party (and such settlement contains a complete release of the Indemnified Party and its Subsidiaries and their respective directors, officers and employees) and the Indemnifying Party proposes to accept such settlement and the Indemnified Party refuses to consent to such settlement, then (A) the Indemnifying Party will be excused from, and the Indemnified Party will be solely responsible for, all further defense thereof at of such claim, demand, action or proceeding, (B) the expense maximum liability of the Indemnifying Party relating to such claim, demand, action or proceeding will be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party on such claim, demand, action or proceeding is greater than the amount of the proposed settlement, and (C) the Indemnified Party will pay all attorneys’ fees and legal costs and expenses incurred after rejection of such settlement by the Indemnified Party; provided, however, that if the fees and expenses amount thereafter recovered by the third party from the Indemnified Party is less than the amount of such separate counsel shall the proposed settlement, the Indemnified Party will be at the expense of reimbursed by the Indemnifying Party if (i) the Indemnifying Party has agreed to pay for such attorneys’ fees and expenses, (ii) the Indemnifying Party shall have failed legal costs and expenses up to assume the defense of such action or proceeding and employ counsel satisfactory a maximum amount equal to the Indemnified Party in any such action or proceeding or (iii) difference between the named parties to any such action or proceeding (including any impleaded parties) include both amount recovered by the Indemnified Party third party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation amount of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceproposed settlement.

Indemnification Procedures. Except The Party claiming indemnity under this Article 14 (the “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 indemnity is being sought (“Claim”). The Indemnifying Party’s obligation to defend, indemnify, and hold harmless pursuant to Section 14.1, Section 14.2 or Section 14.3, as provided below applicable, will be reduced to the extent the Indemnified Party’s delay in Section 6 with respect providing notification pursuant to contributionthe previous sentence results in prejudice to the Indemnifying Party. At its option, the indemnification provided herein by an Indemnifying Party shall be may assume the exclusive remedy defense of any and all Claim for which indemnity is being sought by giving written notice to the Indemnified Parties Party within [***] days after receipt of the notice of the Claim. The assumption of defense of the Claim will not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor will it constitute waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. The Indemnified Party will provide the breach of a representationIndemnifying Party with reasonable assistance, warranty or agreement hereunder by an at the Indemnifying Party’s expense, in connection with the defense. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice has the right to assume and conduct the defense of such action or claim reasonably promptly after receipt the Claim with counsel of written notice thereofits choice. The Indemnifying Party shall be entitled to participate in and, upon notice to will not settle any Claim without the prior written consent of the Indemnified Party, assume not to be unreasonably withheld, conditioned or delayed, unless the defense settlement involves only the payment of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Partymoney. The Indemnified Party shall have the right to employ separate counsel in will not settle any such action and to participate in Claim without the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party shall does not have the right to assume and conduct the defense of such action the Claim as provided above, (a) the Indemnified Party may defend against, and consent to the entry of any judgment or proceeding on behalf of such enter into any settlement with respect to the Claim in any manner the Indemnified PartyParty may deem reasonably appropriate (and the Indemnified Party need not consult with, it being understoodor obtain any consent from, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in therewith), and (b) 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 at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party reserves any right it may have under this Article 14 to comply with obtain indemnification from the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceIndemnified Party.

Indemnification Procedures. Except as provided below in Promptly after receipt by a party entitled to indemnification pursuant to this Section 6 with respect to contribution5 (each, an "INDEMNIFIED PARTY") of notice of the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy commencement of any and all Indemnified Parties for action involving the breach subject matter of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each the foregoing indemnity provisions such Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought will, if a claim is to be recovered shall not exceed made against the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle party obligated to provide indemnification pursuant to this section (each, an Indemnified Party to be indemnified under this Agreement"INDEMNIFYING PARTY"), such party shall give promptly notify the Indemnifying Party written of the commencement thereof; but the omission to provide such notice will not relieve the Indemnifying Party from any liability hereunder, except to the extent that the delay in giving, or telegraphic failing to give, such notice has a material adverse effect upon the ability of the Indemnifying Party to defend against the claim. In case such action or claim reasonably promptly after receipt of written notice thereof. The is brought against an Indemnified Party, the Indemnifying Party shall be entitled will have the right to participate in and, upon notice at the Indemnifying Party's option, to the Indemnified Party, assume the defense of thereof, singly or jointly with any such action or claim in reasonable cooperation withother Indemnifying Party similarly notified, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right counsel reasonably satisfactory to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that if the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party defendants in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, Party and the Indemnified Party shall have been advised by counsel reasonably concludes that (A) there may be one or more legal defenses available to it which any Indemnified Parties that are different from or additional to those available to the Indemnifying Party and (B) the representation Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party and from also representing the Indemnified Party, the Indemnified Party by will have the same right to select counsel would be inappropriate or contrary to prudent practice, participate in which case, if the defense of such action on behalf of such Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood; provided further, however, that the Indemnifying Party shall notwill be responsible for the expense of only one such special counsel (and one local counsel if necessary for jurisdictional purposes) selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party's election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party pursuant to this Section 5 for any legal or other expense subsequently incurred by such Indemnified Party in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings the defense thereof other than reasonable costs of investigation, unless (i) the Indemnified Party has employed counsel in accordance with the same jurisdiction arising out proviso of the same general allegations preceding sentence or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless (ii) the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an has not employed counsel reasonably satisfactory to the Indemnified Party to comply with represent the provisions Indemnified Party within a reasonable time after the notice of this Section shall relieve the commencement of the action, or (iii) the Indemnifying Party has authorized the employment of liability only if such failure is prejudicial to counsel for the position Indemnified Party at the expense of the Indemnifying Party and then only to the extent of such prejudiceParty.

Indemnification Procedures. Except If any third party claim is commenced against a Party entitled to indemnification under Section 11.01 or Section 11.02 (the “Indemnified Party”), notice thereof shall be given to the Party that is obligated to provide indemnification (the “Indemnifying Party”) as provided below promptly as practicable. After such notice, if the Indemnifying Party shall acknowledge in Section 6 writing to the Indemnified Party that this Agreement applies with respect to contributionsuch claim, then the indemnification provided herein by an Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the exclusive remedy Indemnified Party but in no event less than 10 days prior to the date on which a response to such claim is due, to immediately take control of any the defense and all investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Parties for Party to handle and defend the breach of a representationsame, warranty or agreement hereunder by an at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that each the Indemnified Party shall be entitled to pursue any other remedy may, at law its own cost and expense, participate, through its attorneys or otherwise, in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreementinvestigation, such party shall give the Indemnifying Party written or telegraphic notice trial and defense of such action or claim reasonably promptly after receipt and any appeal arising therefrom. No settlement of written notice thereof. The a claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entitled to participate in and, upon entered into without the consent of the Indemnified Party. After notice by the Indemnifying Party to the Indemnified Party, Party of its election to assume full control of the defense of any such action or claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in reasonable cooperation withthis Section, the Indemnifying Party may participate in such defense, at its sole cost and expense, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel defend the claim in any such action and to participate in the defense thereof manner as it may deem appropriate, at the expense of the Indemnified Party; provided, however, that the fees cost and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below in Promptly after receipt by a party entitled to indemnification pursuant to this Section 6 with respect to contribution7 (each, an “Indemnified Party”) of notice of the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy commencement of any and all action involving the subject matter of the foregoing indemnity provisions such Indemnified Parties for Party will, if a claim is to be made against the breach of a representationparty obligated to provide indemnification pursuant to this Section 7 (each, warranty or agreement hereunder by an “Indemnifying Party; provided”), however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give promptly notify the Indemnifying Party written of the commencement thereof; but the omission to provide such notice will not relieve the Indemnifying Party from any liability hereunder, except to the extent that the delay in giving, or telegraphic failing to give, such notice has a material adverse effect upon the ability of the Indemnifying Party to defend against the claim. In case such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the is brought against an Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Indemnifying Party shall have the right to employ separate counsel in any such action and to participate in and, at the Indemnifying Party’s option, to assume the defense thereof at the expense of thereof, singly or jointly with any other Indemnifying Party similarly notified, with counsel satisfactory to the Indemnified Party; provided, however, that if the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party defendants in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, Party and the Indemnified Party shall have been advised by counsel reasonably concluded that (A) there may be one or more legal defenses available to it which any Indemnified Parties that are different from or additional to those available to the Indemnifying Party and (B) the representation Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party and from also representing the Indemnified Party, the Indemnified Party by shall have the same right to select counsel would be inappropriate or contrary to prudent practice, participate in which case, if the defense of such action on behalf of such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party; provided that the Indemnifying Party shall be responsible for the expense of only one such special counsel selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party’s election to assume the defense or the action, the Indemnifying Party will not be liable to such Indemnified Party pursuant to this Section 7 for any legal or other expense subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the Indemnified Party shall have employed counsel in accordance with the proviso of the preceding sentence, or (ii) the Indemnifying Party shall not have employed counsel satisfactory to the right Indemnified Party to assume represent the defense Indemnified Party within a reasonable time after the notice of such action the commencement of the action, or proceeding on behalf of such Indemnified Party, it being understood, however, that (iii) the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in has authorized the same jurisdiction arising out employment of the same general allegations or circumstances, be liable counsel for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with at the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position expense of the Indemnifying Party and then only to the extent of such prejudiceParty.

Indemnification Procedures. Except If any civil, criminal, administrative or investigative action or proceeding (each, a "Claim") is commenced against a Party entitled to indemnification under Section 9.1, Section 9.2 or Section 9.3 (an "Indemnified Party"), notice thereof shall be given to the Party that is obligated to provide indemnification (the "Indemnifying Party") as provided below promptly as practicable. After such notice, if the Indemnifying Party shall acknowledge in Section 6 writing to such Indemnified Party that the Agreement applies with respect to contributionsuch Claim, then the indemnification provided herein by an Indemnifying Party shall be entitled, if it so elects, in a notice delivered to the exclusive remedy Indemnified Party not less than 10 days prior to the date on which a response to such Claim is due, to immediately take control of any the defense and all Indemnified Parties for investigation of such Claim and to employ and engage attorneys of its sole choice to handle and defend the breach of a representationsame, warranty or agreement hereunder by an at the Indemnifying Party's sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Claim and any appeal arising therefrom; provided, however, that each the Indemnified Party shall be entitled to pursue any other remedy may, at law its own cost and expense, participate, through its attorneys or otherwise, in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreementinvestigation, such party shall give the Indemnifying Party written or telegraphic notice trial and defense of such action or claim reasonably promptly after receipt Claim and any appeal arising therefrom. No settlement of written notice thereof. The a Claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entitled to participate in and, upon entered into without the written consent of the Indemnified Party. After notice by the Indemnifying Party to the Indemnified Party, Party of its election to assume full control of the defense of any such action or claim Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in reasonable cooperation withconnection with the defense of that Claim. If the Indemnifying Party does not assume full control over the defense of a Claim subject to such defense as provided in this Section 9.5, the Indemnifying Party may participate in such defense, at its sole cost and expense, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel defend the Claim in any such action and to participate in the defense thereof manner as it may deem appropriate, at the expense of the Indemnified Party; provided, however, that the fees cost and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except If any third party claim is commenced against a person or entity entitled to indemnification under Section 27.1 or Section 27.2 (the “Indemnified Party”), notice thereof shall be given to the Party that is obligated to provide indemnification (the “Indemnifying Party”) as provided below in Section 6 promptly as practicable. If, after such notice, the Indemnifying Party shall acknowledge that this Agreement applies with respect to contributionsuch claim, then the indemnification provided herein by an Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the exclusive remedy Indemnified Party, but in no event less than ten (10) days prior to the date on which a response to such claim is due, to immediately take control of any the defense and all investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Parties for Party to handle and defend the breach of a representationsame, warranty or agreement hereunder by an at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that each the Indemnified Party shall be entitled to pursue any other remedy may, at law its own cost and expense, participate, through its attorneys or otherwise, in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreementinvestigation, such party shall give the Indemnifying Party written or telegraphic notice trial and defense of such action or claim reasonably promptly after receipt and any appeal arising therefrom. No settlement of written notice thereof. The a claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entitled to participate in and, upon entered into without the consent of the Indemnified Party. After notice by the Indemnifying Party to the Indemnified Party, Party of its election to assume full control of the defense of any such action or claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in reasonable cooperation withthis Section, the Indemnifying Party may participate in such defense, at its sole cost and expense, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel defend the claim in any such action and to participate in the defense thereof manner as it may deem appropriate, at the expense of the Indemnified Party; provided, however, that the fees cost and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below Promptly after receipt by a party seeking indemnification (the "Indemnified Party") under this Section 2.6 of notice of the commencement of any action or proceeding (including any governmental investigation or inquiry), such Indemnified Party shall, if a claim in respect thereof is to be made against any indemnifying party pursuant to this Section 6 with respect to contribution2.6 (the "Indemnifying Party"), deliver a written notice of the indemnification provided herein by an commencement thereof, and the Indemnifying Party shall be have the exclusive remedy of any and all Indemnified Parties for right to participate in, and, to the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give extent the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The so desires, jointly with any other Indemnifying Party shall be entitled similarly noticed, to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, thereof with counsel mutually satisfactory to the Indemnifying Party and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof at the expense of the Indemnified Party; providedthereof, however, that but the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Indemnified Party if unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and or has failed to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which the Indemnified Party that are different from from, or additional to to, those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if Party. If the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying PartyParty as permitted by the provisions of the preceding sentence, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such the Indemnified Party. Notwithstanding the foregoing, it being understood, however, that the Indemnifying Party shall not, not be liable for the reasonable fees and expenses of more than one counsel at any time for the Indemnified Party in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The No Indemnifying Party shall not be liable for consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the claimant's or plaintiff's release of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with from all liability concerning the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceaction or proceeding or which includes any non-monetary settlement.

Indemnification Procedures. Except as provided below in Section 6 with respect (a) If any Claim is commenced against any Party entitled to contributionindemnification under this Article 12 (“Indemnified Party”), the indemnification provided herein by an Indemnifying Party written notice thereof shall be given to the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Party that is obligated to provide indemnification (“Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably ”) promptly after upon receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, Claim by the Indemnified Party. The Indemnified Party Failure to give such notification shall have not affect the right indemnification provided hereunder except to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, extent that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees actually been materially and expenses, (ii) the Indemnifying Party shall have failed to assume the defense adversely affected as a result of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or failure (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, except that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement expenses incurred during the period in which the Indemnified Party failed to give notice if such Indemnified Party failed to give prompt notice). To the extent received, the Indemnified Party shall make reasonable efforts to deliver copies of any all notices and documents related to the Claim, including court papers, to the Indemnifying Party within five (5) business days of the Indemnified Party’s receipt thereof. (b) After such claim or action unless notice, if the Indemnifying Party shall have consented thereto or acknowledge in writing to such Indemnified Party that this Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in default in its obligations hereunder. Any failure by an a notice delivered to the Indemnified Party not less than fifteen (15) days prior to the date on which a response to such Claim is due, to immediately take control of the defense and investigation of such Claim and to select and engage attorneys reasonably satisfactory to the Indemnified Party to comply with handle and defend the provisions of this Section shall relieve same, at the Indemnifying Party’s sole cost and expense. (c) The Indemnified Party of liability only if such failure is prejudicial to the position of shall cooperate in all reasonable respects with the Indemnifying Party and then only its attorneys in the investigation, trial and defense of such Claim and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost and expense, participate, through the Indemnified Party’s own attorneys or otherwise, in such investigation, trial and defense of such Claim; and any appeal arising therefrom. The Indemnifying Party will bear the costs of counsel engaged by the Indemnified Party by reimbursing the Indemnified Party, as such costs are incurred and upon request therefor, if: (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest that would preclude such counsel from representing the Indemnified Party or (ii) the Indemnifying Party has failed to engage counsel reasonably satisfactory to the extent Indemnified Party within thirty (30) days after the Indemnifying Party has received notice of a Claim. (d) If the Indemnifying Party does not assume full control over the defense of a Claim subject to such prejudicedefense as provided in this Section 13.3 (Indemnification Procedures), the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the Claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party, and the Indemnifying Party will bear the costs incurred by the Indemnified Party in connection therewith by reimbursing the Indemnified Party, as such costs are incurred and upon request therefor. (e) Supplier shall not settle any claim, action or proceeding in respect of which indemnity may be sought hereunder, whether or not JPMC is an actual or potential party to such claim, action or proceeding without JPMC’s written consent, which consent shall not be unreasonably withheld, delayed, or conditioned. Notwithstanding the foregoing, JPMC may withhold, delay and/or condition its consent to any settlement of a Claim, in JPMC’s sole and absolute discretion, if: (1) such settlement: (A) involves a remedy other than the payment of money by the Indemnifying Party, (B) affect any rights of JPMC, including any rights with respect to the Work Product, (C) impose any actual liability upon JPMC, or (D) contain or imply (1) a factual admission by or with respect to JPMC, (2) any adverse statement or implication with respect to the character, professionalism, due care, loyalty, expertise, or reputation of JPMC, or (3) any wrongful action or inaction by JPMC; or (2) Supplier and all plaintiffs or claimants do not affirmatively and unconditionally absolve and release JPMC from any responsibility or liability with respect thereto and the subject matter thereof and any responsibility or liability with respect to the same, similar, or related facts or circumstances. (f) If JPMC is enjoined, or is otherwise prohibited, from using Deliverable or Documentation (or any part thereof) as a result of or in connection with any claim under Section 12.1, Supplier promptly shall, at its sole expense and in the following order of precedence: (i) procure for JPMC the right to continue to use the Deliverable or Documentation; (ii) modify the Deliverable or Documentation so that it becomes noninfringing and nonviolative, without diminishing the functionality or performance of the Deliverable or Documentation or (iii) replace the Deliverable or Documentation with software and documentation that are noninfringing and nonviolative with equivalent functionality and performance. If Supplier cannot, after using its best commercial efforts to do so within a reasonable period of time, so procure, modify or replace the Deliverable or Documentation, the Supplier shall terminate the applicable Schedule with respect to the Deliverable or Documentation involved and promptly refund to JPMC the fees for the Deliverable or Documentation involved under such Schedule.

Indemnification Procedures. Except as provided below Any party seeking indemnification under this Article VI for a third party claim (the “Indemnified Party”) must notify the party from whom such indemnity is sought (the “Indemnifying Party”) in Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy writing of any and all Indemnified Parties claim, demand, action or proceeding for the breach of a representation, warranty or agreement hereunder by an Indemnifying Partywhich indemnification will be sought; provided, however, that each the failure to so notify will not adversely impact the Indemnified Party shall be entitled Party’s right to pursue any other remedy at law indemnification hereunder except to the extent that such failure to notify actually prejudices, or in equity for any prevents the Indemnifying Party’s ability to defend such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any claim, demand, action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereofproceeding. The Indemnifying Party shall be entitled will have the right at its expense to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall will have the right (i) to employ separate counsel in participate, at its own expense, with respect to any claim, demand, action or proceeding that is being diligently defended by the Indemnifying Party and (ii) to assume the defense of any claim, demand, action or proceeding at the cost and expense of the Indemnifying Party if the Indemnifying Party fails or ceases to defend the same. In connection with any such claim, demand, action or proceeding the parties will cooperate with each other and provide each other with access to participate relevant books and records in their possession. If a firm written offer is made to the Indemnifying Party to settle any such claim, demand, action or proceeding solely in exchange for monetary sums to be paid by the Indemnifying Party (and such settlement contains a complete release of the Indemnified Party and its Subsidiaries and their respective directors, officers and employees) and the Indemnifying Party proposes to accept such settlement and the Indemnified Party refuses to consent to such settlement, then (i) the Indemnifying Party will be excused from, and the Indemnified Party will be solely responsible for, all further defense thereof at of such claim, demand, action or proceeding, (ii) the expense maximum liability of the Indemnifying Party relating to such claim, demand, action or proceeding will be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party on such claim, demand, action or proceeding is greater than the amount of the proposed settlement, and (iii) the Indemnified Party will pay all attorneys’ fees and legal costs and expenses incurred after rejection of such settlement by the Indemnified Party; provided, however, that if the fees and expenses amount thereafter recovered by the third party from the Indemnified Party is less than the amount of such separate counsel shall the proposed settlement, the Indemnified Party will be at the expense of reimbursed by the Indemnifying Party if (i) the Indemnifying Party has agreed to pay for such attorneys’ fees and expenses, (ii) the Indemnifying Party shall have failed legal costs and expenses up to assume the defense of such action or proceeding and employ counsel satisfactory a maximum amount equal to the Indemnified Party in any such action or proceeding or (iii) difference between the named parties to any such action or proceeding (including any impleaded parties) include both amount recovered by the Indemnified Party third party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation amount of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceproposed settlement.

Indemnification Procedures. Except as provided below (a) The Indemnified Party agrees that within thirty (30) days after it becomes aware of facts giving rise to a claim for indemnification pursuant to this Article II, it will provide notice thereof in Section 6 with respect writing to contribution, the indemnification provided herein by an Indemnifying Party shall be specifying the exclusive remedy nature of any and all Indemnified Parties specific basis for the breach of a representation, warranty or agreement hereunder by an Indemnifying Partysuch claim; provided, however, that each the Indemnified Party shall be entitled not submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed expiration of the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified applicable indemnity coverage under this Agreement, such party shall give ). Notwithstanding the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation offoregoing, the Indemnified Party. ’s failure to provide notice under this Section 2.4 will not relieve the Indemnifying Party from liability hereunder with respect to such matter except in the event and only to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. (b) The Indemnified Indemnifying Party shall have the right to employ separate control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification set forth in this Article II, including, without limitation, the selection of counsel in (provided that if such claim involves Covered Environmental Losses, such counsel shall be reasonably acceptable to the Indemnified Party), determination of whether to appeal any decision of any court and the settling of any such action and matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be. (c) The Indemnified Party agrees to participate in cooperate fully with the Indemnifying Party with respect to all aspects of the defense thereof at of any claims covered by the expense indemnification set forth in this Article II, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the names of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and the making available to the Indemnifying Party of any employees of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of in connection therewith the Indemnifying Party if (i) agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 2.4, unless otherwise required by law or the listing standards of the New York Stock Exchange. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party has agreed as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article II; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such fees and expensesdefense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, (ii) but the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume retain sole control over such defense. (d) The indemnification obligations under this Article II shall continue with respect to any claim for indemnification pursuant to this Article II that is pending as of the defense end of the applicable survival period notwithstanding the expiration of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudicesurvival period.

Indemnification Procedures. Except Each Party’s agreement to indemnify, defend, and hold harmless under Section 14.1 or 14.2, as provided below in Section 6 with respect applicable, is conditioned upon the indemnified party (a) providing written notice to contribution, the indemnification provided herein by an Indemnifying indemnifying Party shall be the exclusive remedy of any Claim arising out of the allegedly or actually indemnified matter as soon as reasonably possible, and in any event no later than within [*] Calendar Days after the indemnified Party has actual knowledge of such claim, demand or action, (b) permitting the indemnifying Party to assume control at its sole expense over the investigation of, preparation and defense against, and settlement or voluntary disposition of any such claim, demand or action, using counsel reasonable acceptable to the indemnified Party, (c) assisting the indemnifying Party, as reasonably requested by the indemnifying Party and at the indemnifying Party’s reasonable expense, in the investigation, preparation, defense, and settlement or voluntary disposition of any such claim, demand or action, (d) not compromising, settling, or entering into any voluntary disposition of any such claim, demand or action without the indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, and (e) furnishing promptly to the indemnifying Party copies of all Indemnified Parties notices and documents (including court papers) received by any indemnified party in connection with the Claim for the breach of a representation, warranty or agreement hereunder by an Indemnifying Partywhich indemnification is being sought; provided, however, that each Indemnified Party shall be that, if the party entitled to pursue indemnification hereunder fails to comply with any other remedy at law or in equity for any of the foregoing conditions, the indemnifying Party will only be relieved of its indemnification obligation under this Agreement to the extent materially prejudiced by such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breachfailure. In no event may the event that indemnifying Party compromise, settle, or enter into any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense voluntary disposition of any such claim, demand or action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in manner that admits material fault or wrongdoing on the defense thereof at the expense part of the Indemnified Party; provided, however, that indemnified Party or incurs non-indemnified liability on the fees and expenses of such separate counsel shall be at the expense part of the Indemnifying indemnified Party if (i) without the Indemnifying Party has agreed to pay such fees and expenses, (ii) prior written consent of the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying indemnified Party, and in no event may the Indemnified indemnifying Party shall have been advised settle, compromise, or agree to any voluntary disposition of any matter subject to indemnification hereunder in any manner which would reasonably be anticipated by counsel that (A) there may be one or more legal defenses available the indemnifying Party to it which are different from or additional to those available to the Indemnifying Party and (B) the representation adversely affect any portion of the Indemnifying Party and Cempra Technology, the Indemnified Party other Party’s ability to Develop, manufacture, or Commercialize Licensed Products in the Field in the Territory, or, in the event Toyama is the indemnifying Party, Cempra’s, its Affiliates’ or their licensees’ ability to develop or exploit Cempra Technology, or any product incorporating, utilizing, or covered by the same counsel would Cempra Technology or any Protected Patents, outside the Field, outside the Territory, or with respect to any products other than Licensed Products without the indemnified Party’s prior written consent, such consent not to be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceunreasonably withheld.

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution, Promptly after receipt of notice of the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy -------------------------- commencement of any and all Indemnified Parties for the breach of action by a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party party seeking to be indemnified under this AgreementSection 17 (the "Indemnified Party"), such the Indemnified Party will, if a claim in respect thereof is to be made against a party shall give against whom indemnification is sought under this Section 17 (the "Indemnifying Party"), notify the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense writing of the Indemnified Partycommencement thereof; provided, however, that the fees and expenses of such separate counsel shall be at the expense of omission to notify the Indemnifying Party if (i) will not relieve the Indemnifying Party has agreed from any liability which it may have to pay any Indemnified Party otherwise than under the provisions of this Agreement, and will relieve it from liability under this Agreement only to the extent that such fees and expenses, (ii) omission results in the forfeiture by the Indemnifying Party shall have failed of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnifying Party will be entitled to participate in any such action and, to the extent that it will wish, participate jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel of its choice (unless any conflict of interest requires the appointment of separate counsel), and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party will not be liable to such action Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party's consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding and employ counsel satisfactory to involving the Indemnifying Party will be commenced by the Indemnified Party in any such action connection with the Agreement, or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Partytransactions contemplated under this Agreement, and the Indemnified Party shall have been advised such proceeding will be finally determined by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation a court of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, competent jurisdiction in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense favor of the Indemnifying Party, the Indemnifying Indemnified Party shall not have the right will be liable to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with for any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable attorney's fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one direct costs relating to such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Partiesproceedings. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless indemnifications provided in this Section 17 will survive the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions termination of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceAgreement.

Indemnification Procedures. Except If any Claim is commenced against a Party entitled to indemnification under Clause 16.1 or Clause 16.2 (an “Indemnified Party”), written notice thereof shall be given to the entity that is obligated to provide indemnification (the “Indemnifying Party”) as provided below promptly as practicable but in Section 6 no event less than twenty (20) days prior to the date on which the response to such Claim is due (or immediately, if less than twenty (20) days). After such notice, if the Indemnifying Party acknowledges that this Agreement applies with respect to contributionsuch Claim, then the indemnification provided herein by an Indemnifying Party shall be entitled, if it so elects, in a notice delivered to the exclusive remedy Indemnified Party not less than ten (10) days prior to the date on which a response to such Claim is due (or as soon as reasonably practicable, if less than ten (10) days), to immediately take control of any the defence and all investigation of such Claim and to employ and engage attorneys acceptable to the Indemnified Parties for Party to handle and defend the breach of a representationsame, warranty or agreement hereunder by an at the Indemnifying Party’s expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defence of such Claim and any appeal arising there-from; provided, however, that each the Indemnified Party may, at its own expense, participate (through its attorneys or otherwise) in such investigation, trial and defence of such Claim and any appeal arising there-from but shall be entitled have no power to pursue any other remedy at law or in equity for any settle such breach so long as Claim without the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give prior consent of the Indemnifying Party written or telegraphic notice Party. No settlement of such action or claim reasonably promptly after receipt a Claim that involves a remedy other than the payment of written notice thereof. The money by the Indemnifying Party shall be entitled to participate in and, upon notice to entered into without the Indemnified Party, assume the defense consent of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The If the Indemnifying Party does not assume full control over the defence of a Claim, Clause whilst the Indemnifying Party may participate in such defence, at its expense, the Indemnified Party shall have the right to employ separate counsel defend the Claim in any such action and to participate in the defense thereof at the expense of the Indemnified Party; providedmanner as it may deem appropriate, however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except (a) With respect to all Actions as provided below to which any Person is entitled to be indemnified pursuant to this Agreement (each, an “Indemnitee”) pursuant to Section 2.02, to the extent applicable, the indemnifying party (the “Indemnifying Party”) will use its reasonable best efforts at its own cost to have itself substituted in Section 6 the place of such Indemnitee and to have such Indemnitee removed as a party to such Actions as promptly as is reasonably practicable. Notwithstanding the foregoing, pending such substitution, and in cases where such substitution cannot be effected, such Indemnifying Party, after the Closing Date, will have the right to assume and direct the defense, prosecution or settlement of the Actions involved in accordance with the provisions of paragraph (c) hereof. (b) Upon receipt by any Indemnitee of any demand for payment to a third party with respect to contributionany Loss (i) which is not related to an Action and (ii) for which such Indemnitee is entitled to be indemnified pursuant to the provisions of Section 2.02 hereof, the indemnification such Indemnitee shall promptly forward such demand to such Indemnifying Party with a request that such Indemnifying Party make such payment directly as provided herein by an in such demand and, if such Indemnifying Party fails to object within 30 days of receipt of such notice, such Indemnifying Party shall be deemed to have accepted liability for such demand. If such Indemnifying Party does so respond within 30 days and rejects such claim, in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party under this Agreement and applicable law. Such Indemnifying Party shall pay directly any amounts payable hereunder with respect thereto, provided, however, that if it is impracticable or impermissible for such Indemnifying Party to make such payment, such Indemnitee may proceed to make such payment directly and such Indemnifying Party promptly will reimburse such Indemnitee for such amount. (c) Any party seeking indemnification under this Section shall give prompt written notice to the exclusive remedy Indemnifying Party of the commencement of any and all Indemnified Parties Action for the breach of a representation, warranty or agreement hereunder by an Indemnifying Partywhich indemnification may be sought; provided, however, that each Indemnified Party shall be entitled the failure of any party to pursue any other remedy at law or give notice as provided in equity for any such breach so long as the damages sought to be recovered this paragraph (c) shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give relieve the Indemnifying Party written or telegraphic notice of its obligations hereunder, except to the extent that such action or claim reasonably promptly after receipt of written notice thereofIndemnifying Party is actually materially prejudiced by such failure to give notice. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim Action; provided, however, that any such Indemnitee shall be entitled to participate in reasonable cooperation withany such Action with counsel of its own choice but at its own expense, and with the reasonable cooperation ofprovided, the Indemnified Party. The Indemnified Party further, however, that such Indemnitee shall have the right to employ separate counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists with respect to such Action (the costs of such counsel to be borne by the Indemnifying Party). If such Indemnifying Party fails to assume the defense within a reasonable time, the Indemnitee may assume such defense upon notice to the Indemnifying Party and the reasonable fees and expenses of its attorneys will be covered by the indemnification provisions of Section 2.02. Any such Action may be compromised or settled in any such action and to participate in manner by an Indemnifying Party without the defense thereof at the expense consent of the Indemnified Party; Indemnitee, provided, however, that no such Action shall be compromised or settled in any manner which might adversely affect the fees and expenses interests of the Indemnitee without the prior written consent of such separate counsel Indemnitee (which shall not be at unreasonably withheld). Notwithstanding anything in this paragraph (c) to the expense contrary and without limiting the generality of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expensesforegoing, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in without the same jurisdiction arising out prior written consent of the same general allegations Indemnitee, (i) settle or circumstances, be liable for compromise any Action or consent to the reasonable fees and expenses entry of more than one separate firm of attorneys at any time for all judgment which does not include as an unconditional term thereof the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing delivery by the Company claimant or plaintiff to the Indemnitee of a written release from all liability in respect of such Action or (ii) settle or compromise any Action in any manner that may materially and adversely affect the Company Parties, Indemnitee other than as a result of money damages or other money payments that are fully indemnified hereunder. No Action which has been assumed by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party within a reasonable period of time in accordance with the terms of this Agreement shall have consented thereto be settled by the Indemnitee without the prior written consent of the Indemnifying Party. (d) The amount which an Indemnifying Party is required to pay to any Indemnitee pursuant to Section 2.02 shall be net of the Net Proceeds of any insurance policy paid to the Indemnitee with respect to the applicable Loss, it being understood and agreed that, each of LBHI, LBHI SPV, LAMCO Holdings, LAMCO International and LAMCO will use its reasonable best efforts to collect on insurance coverage of insurance carriers as to which it is the insured party, without regard to whether it is the Indemnitee or be in default in its obligations the Indemnifying Party hereunder. Any failure by an Indemnified Party to comply with the provisions For purposes of this Section 2.03, “Net Proceeds” shall relieve mean the Indemnifying Party insurance proceeds actually received, less any actual, additional or increased premium for 24 months, deductibles, co-payments, other payment obligations (including attorneys’ fees and other costs of liability only if such failure collection) or the present value of any future cost which is prejudicial quantifiable with reasonable certainty, that relates to or arises from the position of the Indemnifying Party and then only to the extent making of such prejudiceinsurance claim.

Indemnification Procedures. Except If any third party claim is commenced against a Party entitled to indemnification under Section 25.01 or Section 25.02 (as provided below in Section 6 applicable, the “Indemnified Party”), notice thereof shall be given to the Party that is obligated to provide indemnification (as applicable, the “Indemnifying Party”) as promptly as practicable. If, after such notice, the Indemnifying Party acknowledges that this Agreement applies with respect to contributionsuch claim, then the indemnification provided herein by an Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the exclusive remedy Indemnified Party, but in no event less than 10 days prior to the date on which a response to such claim is due, to immediately take control of any the defense and all investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Parties for Party to handle and defend the breach of a representationsame, warranty or agreement hereunder by an at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that each the Indemnified Party shall be entitled to pursue any other remedy may, at law its own cost and expense, participate, through its attorneys or otherwise, in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreementinvestigation, such party shall give the Indemnifying Party written or telegraphic notice trial and defense of such action or claim reasonably promptly after receipt and any appeal arising therefrom. No settlement of written notice thereof. The a claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entitled to participate in and, upon entered into without the consent of the Indemnified Party. After notice by the Indemnifying Party to the Indemnified Party, Party of its election to assume full control of the defense of any such action or claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in reasonable cooperation withthis Section, the Indemnifying Party may participate in such defense, at its sole cost and expense, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel defend the claim in any such action and to participate in the defense thereof manner as it may deem appropriate, at the expense of the Indemnified Party; provided, however, that the fees cost and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below in In the event either party is entitled to indemnification (an “Indemnitee”) from the other party (the “Indemnifying Party”) pursuant to the terms of Section 6 18, with respect to contributionwhich 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 the Indemnitee believes it is entitled to indemnification provided herein hereunder, the Indemnitee shall 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 an such delay or failure. Within 15 days following receipt of written notice from Indemnitee relating to any claim, but no later than five days before the 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 exclusive remedy defense and settlement of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Partysuch claim; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party (i) Indemnitee shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim and to employ counsel at its own expense to assist in reasonable cooperation withthe handling of such claim, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed obtain the 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 has delivered a Notice of Election relating to assume any claim, if the Indemnifying 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 such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyclaim. 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 assume defend the defense claim in such manner as it may deem appropriate, at the reasonable cost and expense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security PartiesParty. The Indemnifying Party shall not be liable promptly reimburse Indemnitee for any settlement of any all such claim or action unless costs and expenses. Indemnitee shall cooperate, at the Indemnifying Party shall have consented thereto or be Party’s cost and expense, in default in its obligations hereunder. Any failure by an Indemnified Party to comply all reasonable respects with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to its attorneys in the extent investigations, trial and defense of such prejudiceindemnified claims and any appeal arising therefrom.

Indemnification Procedures. Except as provided below Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall promptly provide written notice of such claim to the Indemnifying Party (the “Claim Notice”); provided, that no delay in Section 6 so notifying the Indemnifying Party shall relieve the Indemnifying Party of any of its obligations under this Article VI except to the extent that such delay results in a loss or impairment of procedural or substantive rights with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be defense of the exclusive remedy claim. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any and all Indemnified Parties for the breach of Action by a representation, warranty person or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled entity who is not a party to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party Party, at its sole cost and expense and upon written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, shall assume the defense of any such action or claim in reasonable cooperation with, and Action with the reasonable cooperation of, counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and be entitled to participate in the defense thereof of any such Action, with its counsel and at the expense of the Indemnified Partyits own cost and expense; provided, however, that if both the fees Indemnifying Party and expenses Indemnified Party are parties to the Action, and if any conflict of interest (including, but not limited to, crossclaims between them) arises between them or different defenses become available to them, the cost of such separate counsel (but not more than one separate law firm) for the Indemnified Party shall be at borne by the expense of Indemnifying Party. If the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to does not assume the defense of any such Action within twenty (20) days after the Claim Notice or such earlier time as may be required to file an answer or other response in the Action so as to avoid a default or loss of any material procedural or substantive rights, the Indemnified Party may, but shall not be obligated to, defend against such Action, at the Indemnifying Party’s expense, in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action or proceeding and employ counsel satisfactory to taken by the Indemnified Party in any accordance with such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party defense and the Indemnifying Party, and the Indemnified Party settlement shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to relieve the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary its indemnification obligations herein provided with respect to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Partiesdamages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be liable for any settlement of any such claim unreasonably withheld or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudicedelayed).

Indemnification Procedures. Except as provided below in Section 6 with respect (a) A Party seeking indemnification pursuant to contribution, this Agreement (the indemnification provided herein by an Indemnifying Party “Indemnified Party”) shall be the exclusive remedy give prompt written notice of any and all Indemnified Parties for claim, or the breach commencement of any suit, action or proceeding, in respect of which indemnity may be sought under Section 12.1 or Section 12.2, as applicable (a representation“Claim”), warranty or agreement hereunder by an to the Party from which indemnification is sought (the “Indemnifying Party”); provided, however, provided that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed failure of the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified give such notice shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, except to the extent that such party shall give failure results in the failure of actual notice and the Indemnifying Party written or telegraphic notice is materially prejudiced as a result of such action or claim reasonably promptly after receipt of written notice thereof. failure. (b) The Indemnified Party will allow the Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume direct the defense and settlement of any such action or claim in reasonable cooperation withClaim, with counsel of the Indemnifying Party’s choosing (provided such counsel is a nationally recognized law firm), and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance that are reasonably necessary for the reasonable cooperation of, defense and settlement of the Indemnified Partyclaim. The Indemnified Party shall will have the right to employ retain separate counsel in any such action and to participate in (but not control) any such action, but the defense thereof fees and expenses of such counsel will be at the expense of the Indemnified Party; provided, however, provided that the fees and expenses of such separate counsel Indemnified Party shall be have the right to employ, at the expense Indemnifying Party’s expense, one counsel of its choice in each applicable jurisdiction (if more that one jurisdiction is involved) to represent the Indemnifying Indemnified Party if (i) the Indemnifying retention of counsel by the Indemnified Party has agreed to pay such fees and expenses, been authorized in writing by the Indemnifying Party; or (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have has been advised by its counsel in writing that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation is a conflict of interest between the Indemnifying Party and the Indemnified Party by in the same conduct of the defense of the action; provided, further, that if the Indemnifying Party has not in fact retained counsel would be inappropriate to assume the defense of the action within a reasonable time following receipt of the notice given pursuant to Section 12.3(a), or contrary to prudent practiceotherwise fails, in which the reasonable judgment of the Indemnified Party, to otherwise adequately prosecute or pursue such defense, in each case, if within 30 days following written notice of such failure by the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Indemnified Party shall not have the right to assume the defense of may defend such action or proceeding Claim on behalf of such Indemnified Party, it being understood, however, that and for the account and risk of the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Party. (c) An Indemnifying Party shall will not be liable for any settlement of any such claim Claim effected without its written consent (which consent will not be unreasonably withheld, delayed, or action unless conditioned). Without the written consent of the Indemnified Party, an Indemnifying Party will not consent to the entry of any judgment or enter into any settlement of any Claim that (A) imposes obligations on the Indemnified Party or any of its Controlled Affiliates other than the payment of money damages that will be paid by the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by Party, (B) does not include as an unconditional term thereof, a complete and unconditional release of each Indemnified Party potentially affected by such Claim, (C) arises from or is part of any criminal action, suit or proceeding or contains a stipulation to comply with or an admission or acknowledgment of, any liability or wrongdoing (whether in contract or otherwise) on the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position part of the Indemnifying Indemnified Party and then only or any of its Controlled Affiliates, or (D) without limiting clause (A) above, encumbers any of the assets of any Indemnified Party or any of its Controlled Affiliates or includes any injunctive or equitable relief, including any restriction or condition that would apply to or materially adversely affect any Indemnified Party or any of its Controlled Affiliates or the extent conduct of such prejudiceany of their respective businesses.

Indemnification Procedures. Except (a) A claim for indemnification for any matter not involving a third party claim may be asserted by notice to the party or parties from whom indemnification is sought and the Escrow Agent, in accordance with the terms of the Escrow Agreements and Section 11.19. (b) In the event of a legal proceeding or that any claim or demand is asserted by any third party in respect of which payment may be sought under Section 10.2 hereof (“Indemnification Claim”), the Purchaser Indemnified Parties or Seller Indemnified Parties, as provided below in Section 6 applicable (hereinafter, the “Indemnified Party”) will promptly cause written notice of the assertion of any Indemnification Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnifying Party or representative thereof (hereinafter, the “Indemnifying Party”) and, if the claim is against the Selling Parties, the Escrow Agent. The failure of the Indemnified Party to give reasonably prompt notice of any Indemnification Claim will not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to contributionthe extent that the Indemnifying Party can demonstrate actual loss and prejudice as a result of such failure. The Indemnifying Party will have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Indemnification Claim which relates to any Losses indemnified against by it hereunder. Provided however, that all Purchaser Indemnification Claims will be paid exclusively from the Holdback Escrow Amount and paid pursuant to the claims procedure set forth in the Escrow Agreements. (c) If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim which relates to any Losses indemnified against by it hereunder, it will within five days (or sooner, if the nature of the Indemnification Claim so requires) notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim which relates to any Losses indemnified against by it hereunder, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for such Losses under this Agreement, the indemnification provided herein by an Indemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the Indemnified Party defends any Indemnification Claim, then the Indemnifying Party shall be will reimburse the exclusive remedy Indemnified Party for the expenses of defending such Indemnification Claim upon submission of periodic bills. If the Indemnifying Party will assume the defense of any and all Indemnification Claim, the Indemnified Parties for Party may participate, at his or its own expense, in the breach defense of a representation, warranty or agreement hereunder by an Indemnifying Partysuch Indemnification Claim; provided, however, that each such Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall will be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and defense with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party has agreed to pay such fees and expenses, participate or (ii) in the Indemnifying Party shall have failed to assume the defense reasonable opinion of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action a conflict or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both potential conflict exists between the Indemnified Party and the Indemnifying PartyParty that would make such separate representation advisable; and provided, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, howeverfurther, that the Indemnifying Party shall not, will not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in Indemnification Claim. For the same jurisdiction arising out avoidance of doubt, the same general allegations or circumstances, be liable for the reasonable fees and expenses Selling Parties costs of more than one separate firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall defense will not be liable for any settlement of any such claim or action unless paid from the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceHoldback Escrow Amount.

Indemnification Procedures. Except as provided below (a) The Indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification pursuant to this Article II, it will provide notice thereof in Section 6 with respect writing to contribution, the indemnification provided herein by an Indemnifying Party shall be specifying the exclusive remedy nature of any and all Indemnified Parties specific basis for the breach of a representation, warranty or agreement hereunder by an Indemnifying Partysuch claim; provided, however, that each (i) the Indemnified Party shall be entitled not submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed expiration of the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified applicable indemnity coverage under this Agreement, such party shall give ) and (ii) the omission to so notify the Indemnifying Party written or telegraphic notice shall not relieve it from any liability which it may have to the Indemnified Party unless and to the extent the Indemnifying Party did not otherwise learn of such action or claim reasonably promptly after receipt and such failure results in the forfeiture by the Indemnifying Party of written notice thereof. substantial rights and defenses. (b) The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification set forth in this Article II, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such action and to participate matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party (with the concurrence of the Conflicts Committee in the case of the Partnership Group) unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be. (c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense thereof at of any claims covered by the expense indemnification set forth in Article II, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the names of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and the making available to the Indemnifying Party of any employees of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of in connection therewith the Indemnifying Party if agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 2.4. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article II; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. (d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnifying Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party has agreed to pay as a result of such fees and expensesclaim, (ii) the Indemnifying Party shall have failed to assume the defense amount of such action or proceeding and employ counsel satisfactory to tax benefits received by the Indemnified Party in any with respect to such action loss, cost, damage or proceeding or expense and (iii) the named parties to any such action or proceeding (including any impleaded parties) include both all amounts recovered by the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different under contractual indemnities from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudicethird Persons.

Indemnification Procedures. Except as provided below in Promptly after receipt by a party entitled to indemnification pursuant to this Section 6 with respect to contribution5 (each, an "INDEMNIFIED PARTY") of notice of the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy commencement of any and all Indemnified Parties for action involving the breach subject matter of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each the foregoing indemnity provisions such Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought will, if a claim is to be recovered shall not exceed made against the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle party obligated to provide indemnification pursuant to this section (each, an Indemnified Party to be indemnified under this Agreement"INDEMNIFYING PARTY"), such party shall give promptly notify the Indemnifying Party written of the commencement thereof; but the omission to provide such notice will not relieve the Indemnifying Party from any liability hereunder, except to the extent that the delay in giving, or telegraphic failing to give, such notice has a material adverse effect upon the ability of the indemnifying party to defend against the claim. In case such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the is brought against an Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Indemnifying Party shall have the right to employ separate counsel in any such action and to participate in and, at the Indemnifying Party's option, to assume the defense thereof at the expense of thereof, singly or jointly with any other Indemnifying Party similarly notified, with counsel reasonably satisfactory to the Indemnified Party; provided, however, that if the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party defendants in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, Party and the Indemnified Party shall have been advised by reasonably concluded based on advice of counsel that (A) there may be one or more legal defenses available to it which any Indemnified Parties that are different from or additional to those available to the Indemnifying Party and (B) the representation Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party and from also representing the Indemnified Party, the Indemnified Party by shall have the same right to select counsel would be inappropriate or contrary to prudent practice, participate in which case, if the defense of such action on behalf of such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party; provided that the Indemnifying Party shall be responsible for the expense of only one such special counsel selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party's election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party pursuant to this Section 5 for any legal or other expense subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the Indemnified Party shall have employed counsel in accordance with the proviso of the preceding sentence, or (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the right Indemnified Party to assume represent the defense Indemnified Party within a reasonable time after the notice of such action the commencement of the action, or proceeding on behalf of such Indemnified Party, it being understood, however, that (iii) the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in has authorized the same jurisdiction arising out employment of the same general allegations or circumstances, be liable counsel for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with at the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position expense of the Indemnifying Party and then only to the extent of such prejudiceParty.

Indemnification Procedures. Except as provided below in Each party entitled to indemnification under this Section 6 with respect 1.6 (the “Indemnified Party”) will give notice to contribution, the party required to provide indemnification provided herein by an (the “Indemnifying Party”) promptly after such Indemnified Party shall be the exclusive remedy has actual knowledge of any claim as to which indemnity may be sought, and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give will permit the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who will conduct the defense of such action claim or claim 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 reasonable cooperation with, and connection with the reasonable cooperation ofdefense thereof, subject to the Indemnified Partyfollowing sentence. The Indemnified Party shall will have the right to employ separate its counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; providedaction, however, that but the fees and expenses of such separate counsel shall will be at the expense of the Indemnifying such Indemnified Party if unless: (i) the Indemnifying employment of counsel by such Indemnified Party has agreed to pay such fees and expenses, been authorized in writing by the Indemnifying Party; (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by its counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to representation of such Indemnified Party and the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified 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 contrary to prudent practice, potential conflicts of interest between them in the conduct of the defense of such action (in which case, if the Indemnified Party notifies case the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall will not have the right to direct the defense of such action on behalf of the Indemnified Party); or (iii) the Indemnifying Party will not in fact have employed counsel to assume the defense of such action action, within a reasonable time, and in any of the cases set forth in (i), (ii) or proceeding on behalf of (iii) above, such Indemnified Party, it being understood, however, that fees and expenses shall be paid by the Indemnifying Party. The failure to notify an Indemnifying Party shall notwithin a reasonable time of the commencement of any such action, only if prejudicial to its ability to defend such action, will relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 1.6. The Indemnifying Party will not be liable, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may beIndemnified Party or controlling person, which firm shall will be designated in writing by the Company Indemnified Party to the Indemnifying Party. No Indemnifying Party, in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement defense of any such claim or action unless 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 or litigation. If any such Indemnified Party will 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 and that have not been asserted by the Indemnifying Party, then the Indemnifying Party shall will not have consented thereto or be in default in its obligations hereunder. Any failure by an the right to continue the defense of such action on behalf of such Indemnified Party to comply with and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the provisions reasonable fees and expenses of any counsel retained by the Indemnified Party. The indemnity agreements contained in this Section shall relieve the Indemnifying Party 1.6 will not apply to amounts paid in settlement of liability only any loss, claim, damage, liability, or action if such failure settlement is prejudicial to effected without the position consent of the Indemnifying Party and then only (which consent will not be unreasonably withheld) as to any action the extent defense of which has been assumed by such prejudiceIndemnifying Party.

Indemnification Procedures. Except as provided below in Section 6 with respect to contribution(i) Within ten (10) days after receipt by an Indemnified Party of any claim or the commencement of any action, the indemnification provided herein by an Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party shall be under this Agreement, deliver a claim notice to the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each the omission to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to the Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any unless such breach so long as delay has materially prejudiced the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breachIndemnifying Party. In the event that any such claim is made or action or regulatory proceeding shall be commenced or claim asserted which may entitle an brought against the Indemnified Party to be indemnified under this Agreement, such party shall give and the Indemnified Party notifies the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice the commencement thereof. The , the Indemnifying Party shall be entitled to participate in therein and, upon notice to the Indemnified Partyextent that it shall wish, to assume the defense of any such action or claim in reasonable cooperation with, and thereof with the reasonable cooperation of, counsel reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall give prompt notice to the Indemnified Party shall have of whether it intends to participate and/or assume the right to Indemnified Party’s defense. (ii) The Indemnified Party may also employ separate counsel in any such action or claim and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that but the fees and expenses of such separate counsel shall be at the expense of the Indemnifying such Indemnified Party if unless: (i) the Indemnifying Party employment thereof has agreed to pay such fees and expenses, (ii) been specifically authorized by the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or writing; (iiiii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party both parties by the same counsel would be inappropriate due to actual or contrary potential differing interests between them; or (iii) the Indemnifying Party has failed to prudent practice, in which case, if assume the defense of such action and employ counsel reasonably satisfactory to the Indemnified Party. If such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying PartyParty in accordance with the preceding sentence, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys (in addition to local counsel) at any time for all Indemnified Parties. (iii) Upon the Company Partiespayment in full of any claim hereunder, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm Indemnifying Party shall be designated in writing by subrogated to the Company in respect rights of the Company PartiesIndemnified Party against any person with respect to the subject matter of such claim. In the event of a dispute, by the Representative parties shall proceed in respect good faith to negotiate a resolution of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. such dispute. (iv) The Indemnifying Party shall not be liable for any settlement of any such claim action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or action unless if there be a final judgment for the plaintiff in any such action, the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an agrees to indemnify and hold harmless any Indemnified Party to comply with from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party shall not, without prior written consent of the provisions Indemnified Party, effect any settlement of this Section shall relieve any pending or threatened action in respect of which such 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 any claims that are the subject matter of such action. (v) In the event that the Indemnifying Party of liability only if reimburses the Indemnified Party with respect to any third party claim and the Indemnified Party subsequently receives reimbursement from another person with respect to that third party claim, then the Indemnified Party shall remit such failure is prejudicial reimbursement from such other person to the position of the Indemnifying Party and then only to the extent within fifteen (15) business days of such prejudicereceipt thereof.

Indemnification Procedures. Except (a) If any civil, criminal, administrative or investigative action or proceeding (any of the above being a "Claim") is commenced against any Party entitled to indemnification under Sections 10.01, 10.02 or 10.03 (an "Indemnified Party") written notice thereof shall be given to the Party that is obligated to provide indemnification under such Sections (the "Indemnified Party") as provided below promptly as practicable. After CONFIDENTIAL INFORMATION Solely for use by employees of XXX* and TECHFORCE with a need to know. Not to be disclosed to or used by any other person without the prior written permission of XXX*. * Indicates information deleted based on an Application for Confidential Treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and filed separately with the Securities and Exchange Commission. such notice, if the Indemnifying Party shall acknowledge in Section 6 writing to such Indemnified Party that this Agreement applies with respect to contributionsuch Claim, then the indemnification provided herein by an Indemnifying Party shall acknowledge in writing to such Indemnified Party that this Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects in a written notice delivered to the exclusive remedy Indemnified Party to take control of the defense and investigation of such Claim and to employ and engage attorneys of its sole choice to handle and defend the same, at the Indemnified Party's sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnified Party and its attorneys in the investigation, trial and defense of such Claim and any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Partyappeal arising therefrom; provided, however, that each the Indemnified Party shall be entitled to pursue any other remedy may, at law its own cost and expense, participate, through its attorneys or otherwise, in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreementinvestigation, such party shall give the Indemnifying Party written or telegraphic notice trial and defense of such action or claim reasonably promptly after receipt Claim and any appeal arising therefrom. No settlement of written notice thereof. The a Claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entitled to participate in and, upon notice to entered into without the consent of the Indemnified Party, which consent will not be unreasonably withheld. (b) After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control of the defense of any such action or claim Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in reasonable cooperation withconnection with the defense of that Claim. If the Indemnifying Party does not assume full control over the defense of a Claim, the Indemnifying Party may participate in such defense, at its sole cost and expense, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel defend the Claim in any such action and to participate in the defense thereof manner as it may deem appropriate, at the expense of the Indemnified Party; provided, however, that the fees cost and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below in Section 6 (a) In the case of claims or demands made by a third party with respect to contributionwhich indemnification is sought, the Party seeking indemnification provided herein by an Indemnifying shall give prompt written notice, and in any event within 10 days, to the other Party shall be the exclusive remedy of any such claims or demands made upon it, provided that in the event of a failure to give such notice, such failure shall not preclude the Party seeking indemnification to obtain such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of the claim or demand or increased the amount of liability or cost of defence and all Indemnified Parties provided that, notwithstanding anything else herein contained, no claim for indemnity in respect of the breach of a representation, any representation or warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall covenant contained herein may be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic made unless notice of such action or claim reasonably promptly after receipt of written notice thereof. has been given. (b) The Indemnifying Party shall be entitled to participate in andhave the right, upon by notice to the Indemnified Party, Party given not later than 30 days after receipt of the notice described in subsection (a) to assume the defense control of the defence, compromise or settlement of the claim or demand, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and provided the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in accordance with the terms contained in this Section in respect of that claim or demand. (c) Upon the assumption of control of any such action claim or claim demand by the Indemnifying Party as set out in reasonable cooperation withsubsection (b), and the Indemnifying Party shall diligently proceed with the reasonable cooperation ofdefence, compromise or settlement of the claim or demand at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; providedco-operate fully, however, that the fees and expenses of such separate counsel shall be but at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties with respect to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Partyout-of-pocket expenses incurred, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those make available to the Indemnifying Party all pertinent information and (B) witnesses under the representation Indemnified Party's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary are reasonably necessary to prudent practice, in which case, if the Indemnified Party notifies enable the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying conduct such defence. The Indemnified Party shall not also have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings participate in the same jurisdiction arising out negotiation, settlement or defence of any claim or demand at its own expense. (d) The final determination of any claim or demand pursuant to this Section, including all related costs and expenses, will be binding and conclusive upon the same general allegations parties as to the validity or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Partiesinvalidity, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless demand against the Indemnifying Party. (e) Should the Indemnifying Party fail to give notice to the Indemnified Party as provided in subsection (b), the Indemnified Party shall have consented thereto be entitled to make such settlement of the claim or be in default demand as in its obligations hereunder. Any failure by an Indemnified Party to comply with sole discretion may appear advisable, and such settlement or any other final determination of the provisions of this Section claim or demand shall relieve be binding upon the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceParty.

Indemnification Procedures. Except as provided below The obligations to indemnify and defend set forth in Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party Sections 11.4 and 11.5 shall be contingent upon the exclusive remedy of any and all Indemnified Parties for Party seeking indemnification (the breach “Indemnitee”): (a) notifying the indemnifying Party of a representationclaim, warranty demand or agreement hereunder by an Indemnifying Party; suit within fifteen (15) Business Days of receipt of same (provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law an Indemnitee’s failure or delay in equity for any providing such breach so long as the damages sought to be recovered notice shall not exceed relieve the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified indemnifying Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice its indemnification obligation except to the Indemnified Partyextent the indemnifying Party is prejudiced thereby), (b) allowing the indemnifying Party and/or its insurers the right to assume direction and control of the defense of any such action or claim Claim, (c) using diligent efforts to cooperate with the indemnifying Party and/or its insurers in reasonable cooperation withthe defense of such Claim at the indemnifying Party’s expense, and with (d) agreeing not to settle or compromise any Claim without prior written authorization of the reasonable cooperation of, the Indemnified indemnifying Party. The Indemnified Party Indemnitee shall have the right to employ separate counsel in any such action and to participate in the defense thereof of any such Claim referred to in this Section 11.6 utilizing attorneys of its choice, at the expense of the Indemnified Partyits own expense; provided, however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying indemnifying Party shall have failed full authority and control to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in handle any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Claim. The indemnifying Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such settle or compromise any action or proceeding on behalf of such Indemnified Party, it being understood, howeverotherwise 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 the Indemnifying such settlement, compromise or termination includes an unconditional release of and no admission of liability by each indemnified Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for from all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company liability in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Partiessuch Claim. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunderCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceA 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. Except as provided below in Section 6 with respect to contribution, the indemnification provided herein by An Indemnified Party shall promptly notify an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representationclaim, warranty or agreement hereunder by an Indemnifying Party; provideddemand, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall for which indemnification will be commenced sought under Section 6.1 above and, if such claim, demand, action or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreementproceeding is a third-party claim, such party shall give demand, action or proceeding, the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled will have the right at its expense to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in participate, at its own expense, with respect to any such third-party claim, demand, action or proceeding. In connection with any such third-party claim, demand, action or proceeding, the Indemnifying Party and Indemnified Party shall cooperate with each other and provide each other with access to participate relevant books and records in their possession. No such third-party claim, demand, action or proceeding shall be settled without the defense thereof at the expense prior written consent of the Indemnified Party; provided. If a firm written offer is made to settle any such third party claim, howeverdemand, that the fees action or proceeding and expenses of such separate counsel shall be at the expense of the Indemnifying Party if proposes to accept such settlement and Indemnified Party refuses to consent to such settlement, then: (i) the Indemnifying Party has agreed to pay such fees and expenses, (iia) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Partybe excused from, and the Indemnified Party shall have been advised by counsel that (A) there may be one solely responsible for, all further defense of such third party claim, demand, action or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party proceeding; and (Bb) the representation maximum liability of the Indemnifying Party and relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practiceon such third party claim, in which casedemand, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that is greater than the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out amount of the same general allegations proposed settlement. Whether or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the an Indemnifying Party shall have consented thereto assumed the defense of any such third-party claim, action, demand or be in default in its obligations hereunder. Any failure by an proceeding, no Indemnified Party to comply shall admit any liability with the provisions of this Section shall relieve respect to, or settle, compromise or discharge, any such claim, demand, action or proceeding without the Indemnifying Party of Party’s prior written consent, which shall not be unreasonably withheld. If B▇▇▇▇ is entitled to indemnification as provided herein, Buyer shall be entitled to deduct and offset any Losses incurred by Buyer against any payments owing to Seller pursuant to Section 2.2 above. Seller’s maximum liability only if such failure is prejudicial under this Agreement shall in no event exceed the Purchase Price, and B▇▇▇▇’s sole remedy would be to receive back Shares equal to the position value of the Indemnifying Party and then only to the extent of such prejudiceSeller’s indemnification obligation.

Indemnification Procedures. Except If any third-party claim is commenced against a party entitled to indemnification under the provisions of Article 26.01 or Article 26.02 (the "Indemnified Party"), notice thereof shall be given to the party that is obligated to provide indemnification (the "Indemnifying Party") as provided below in Section 6 promptly as practicable. If, after such notice, the Indemnifying Party shall acknowledge that this Agreement applies with respect to contributionsuch claim, then the indemnification provided herein by an Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the exclusive remedy Indemnified Party, but in no event less than ten (10) days prior to the date on which a response to such claim is due, to immediately take control of any the defense and all investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Parties for Party to handle and defend the breach of a representationsame, warranty or agreement hereunder by an at the Indemnifying Party's sole cost and expense. The Indemnified Party shall cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that each the Indemnified Party shall be entitled to pursue any other remedy may, at law its own cost and expense, participate, through its attorneys or otherwise, in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreementinvestigation, such party shall give the Indemnifying Party written or telegraphic notice trial and defense of such action or claim reasonably promptly after receipt and any appeal arising therefrom. No settlement of written notice thereof. The a claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entitled to participate in and, upon notice to entered into without the consent of the Indemnified Party, such consent not to be unreasonably withheld. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control of the defense of any such action or claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in reasonable cooperation withthis Article, the Indemnifying Party may participate in such defense, at its sole cost and expense, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel defend the claim in any such action and to participate in the defense thereof manner as it may deem appropriate, at the expense of the Indemnified Party; provided, however, that the fees cost and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

Indemnification Procedures. Except as provided below in Section 6 In the event of the assertion or commencement by any Person of any Proceeding (whether against Parent or against any other Person) with respect to contributionwhich any Indemnified Party may be entitled to indemnification pursuant to this Article IX, Parent shall have the indemnification provided herein by an Indemnifying Party shall be right, at its election, to proceed with the exclusive remedy defense (including settlement or compromise) of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Partysuch Proceeding on its own; provided, however, that each if Parent settles or compromises any such Proceeding without the consent of the Shareholders’ Representative, such settlement or compromise shall not be conclusive evidence of the amount of Damages incurred by the Indemnified Party in connection with such Proceeding (it being understood that if Parent requests that the Shareholders’ Representative consent to a settlement or compromise, the Shareholders’ Representative shall be entitled act reasonably in determining whether to pursue any other remedy at law or in equity for any provide such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breachconsent). In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party Parent shall give the Indemnifying Party written Shareholders’ Representative prompt notice after it becomes aware of the commencement of any such claim or telegraphic notice legal proceeding against Parent; provided, however, any failure on the part of such action Parent to so notify the Shareholders’ Representative shall not limit any of the obligations of Canopy Group, Canopy Ventures or claim reasonably promptly after receipt the Shareholders’ Representative, or any of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the rights of any Indemnified Party, assume under this Article IX (except to the extent such failure materially adversely prejudices the defense of such claim or legal proceeding). If Parent does not elect to proceed with the defense (including settlement or compromise) of any such action or claim in reasonable cooperation withProceeding, and the Shareholders’ Representative may proceed with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right defense of such Proceeding with counsel reasonably satisfactory to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified PartyParent; provided, however, that the fees and expenses Shareholders’ Representative may not settle or compromise any such Proceeding without the prior written consent of Parent (which consent may not be unreasonably withheld). No Indemnified Party (other than Parent or any successor thereto or assign thereof) shall be permitted to assert any indemnification claim or exercise any other remedy under this Agreement unless Parent (or any successor thereto or assign thereof) shall have consented to the assertion of such separate counsel indemnification claim or the exercise of such other remedy. Nothing herein shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed deemed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to prevent the Indemnified Party in from making a claim, and an Indemnified Party may make a claim hereunder, for potential or contingent claims or demands; provided, the notice of such claim sets forth the basis for any such action potential or proceeding contingent claim or (iii) demand to the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, extent then feasible and the Indemnified Party shall have been advised by counsel has reasonable grounds to believe that (A) there such a claim or demand may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudicemade.

Indemnification Procedures. Except Subject to the terms of the Escrow Agreement and the limitations set forth in this Article VIII, in the case of any claim asserted by a third party against a party entitled to indemnification under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall 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 if the Indemnifying Party does so take over and assume control, the Indemnifying Party shall not settle such claim or litigation without the written consent of the Indemnified Party if the Indemnified Party would be adversely affected by such settlement, such consent not to be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party, after providing the Indemnifying Party prompt notice, shall have the full right to defend against any such claim or demand, and shall be entitled to settle or agree to pay in full such claim or demand; provided, however, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. Counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party shall cooperate in such defense at such Indemnified Party's request and expense. The failure of any Indemnified Party to give notice, or a delay in the giving of such notice by the Indemnified Party, as provided below herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in Section 6 a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure or delay. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or 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 contributionsuch claim or litigation. Notwithstanding the foregoing, in the event that the Indemnified Party shall in good faith determine with legal counsel 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 indemnification provided herein by an Indemnifying Indemnified Party shall be have the exclusive remedy 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 any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each the Indemnified Party shall be entitled not consent to pursue the entry of any other remedy at law judgment or in equity for enter into any such breach so long as settlement without the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give prior written approval of the Indemnifying Party written or telegraphic notice of (such action or claim reasonably promptly after receipt of written notice thereofapproval to not be unreasonably withheld). The Indemnifying Party In any event, the Principal Securityholders and Cognitronics shall be entitled to participate cooperate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party litigation subject to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceArticle VIII.

Indemnification Procedures. Except as provided below Whenever a party hereto (such party and each other Person which is entitled to indemnification pursuant to any provisions of this Agreement, an "Indemnified Party") shall learn after the Closing of a claim that, if allowed (whether voluntarily or by judicial or quasi-judicial tribunal or agency), would give rise to an obligation of another party (the "Indemnifying Party") to indemnify the Indemnified Party under any provision of this Agreement, before paying the same or agreeing thereto, the Indemnified Party shall promptly notify the Indemnifying Party in Section 6 writing of all such facts within the Indemnified Party's knowledge with respect to contributionsuch claim and the amount thereof (a "Notice of Claim"). If, prior to the expiration of fifteen (15) days from the mailing of a Notice of Claim, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representationrequest, warranty or agreement hereunder by an Indemnifying Party; provided, howeverin writing, that each such claim not be paid, the Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as not pay the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreementsame, such party shall give provided the Indemnifying Party written proceeds promptly, at its or telegraphic notice their own expense (including employment of such action or claim counsel reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice satisfactory to the Indemnified Party), assume to settle, compromise or litigate, in good faith, such claim. After notice from the Indemnifying Party requesting the Indemnified Party not to pay such claim and the Indemnifying Party's assumption of the defense of such claim at its or their expense, the Indemnifying Party shall not be liable to the Indemnified Party for any such action legal or claim other expense subsequently incurred by the Indemnified Party in reasonable cooperation with, and connection with the reasonable cooperation ofdefense thereof. However, the Indemnified Party. The Indemnified Party shall have the right to employ separate participate at its expense and with counsel of its choice in such settlement, compromise or litigation. The Indemnified Party shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and execution thereof has been stayed, nor shall the Indemnified Party be required to refrain from paying any claim where the delay in paying such action and to participate claim would result in the defense thereof at foreclosure of a lien upon any of the expense of property or assets then held by the Indemnified Party; provided, however, that the fees and expenses . The failure to provide a timely Notice of such separate counsel Claim as provided in this Section shall be at the expense of not excuse the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expensesfrom its or their continuing obligations hereunder; however, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to the Indemnified Party in Party's claim shall be reduced by any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available damages to the Indemnifying Party and (B) the representation of the Indemnifying Party and resulting from the Indemnified Party by the same counsel would be inappropriate Party's delay or contrary failure to prudent practice, provide a Notice of Claim as provided in which case, if the Indemnified Party 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 assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or 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 firm of attorneys at any time for all the Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudiceSection.