Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. Whenever a claim for indemnification arises under this Section, the Indemnified Party, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defense.

Indemnification Procedures. Whenever 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 for indemnification arises asserted which may entitle an Indemnified Party to be indemnified under this SectionAgreement, 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, will promptly notify 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 request (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to defend prudent practice, in which case, if the claim. Failure to so notify Indemnified Party notifies the Indemnifying Party will not relieve the Indemnifying Party of any liability in writing that the Indemnifying Party might have, except it elects to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of employ separate counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party shall not have the right to seek reimbursement 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 costs reasonable fees and expenses of more than one separate firm of attorneys at any time for all the Company Parties, one such defense 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 event that it is determined that Indemnifying Party had no obligation to indemnify Company in respect of the Indemnified Party for such claim or lossCompany Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and action unless the relevant records 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 each this Section shall relieve the Indemnifying Party will be available of liability only if such failure is prejudicial to the other position of the Indemnifying Party with respect and then only to any the extent of such defenseprejudice.

Indemnification Procedures. Whenever Promptly after receipt of notice of the commencement of any action by a claim for indemnification arises party seeking to be indemnified under this SectionSection 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), will promptly notify the Indemnifying Party and request in writing of the Indemnifying Party commencement thereof; provided, however, that the omission to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of from any liability that which it may have to any Indemnified Party otherwise than under the Indemnifying Party might haveprovisions of this Agreement, except and will relieve it from liability under this Agreement only to the extent that such failure prejudices omission results in the forfeiture by the Indemnifying Party 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 Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s ability to defend such claim or lossconsent. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense cooperate in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim defense or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Partyso assumed. The Indemnifying Party will not be liable under this Agreement for any the settlement by the Indemnified Party for any claim or demand unless such the Indemnifying Party has previously approved the settlement or it has been notified of such settlement claim or demand and has failed to provide a defense in advance and agrees to be bound by accordance with the agreement incorporating such settlementprovisions hereof. At In the event that any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event proceeding involving the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify commenced by the relevant Indemnified Party againstin connection with the Agreement, any cost or liability the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in excess favor of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled liable to participate with the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in such defense if this Section 17 will survive the claim or loss requests equitable relief or other relief that could affect the rights termination of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensethis Agreement.

Indemnification Procedures. Whenever a claim for indemnification arises under this SectionEach of the Company’s obligations in Section 4.1 and Provider’s obligations in Section 4.2 above (each of Company and Provider, as applicable, the Indemnified “Indemnifying Party”) are contingent upon the Provider Indemnitee or the Company Indemnitee, will as applicable (each, the “Indemnitee”), promptly notify notifying the Indemnifying Party and request in writing of the Indemnifying Third Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might haveClaim and, except with respect to Taxes, promptly tendering the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party control of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of such Third Party Claim to the duty to defend, subject to consultation Indemnifying Party at the Indemnifying Party’s expense and with the Indemnified 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, however, that the foregoing notice requirement shall not apply if Provider or one of its Affiliates is the Managing Member at such time. The Indemnitee shall also cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such Third Party Claim and the Indemnitee may join in defense with counsel of its choice at its own expense. An Indemnifying Party will may not, without the prior written consent (such consent not to be liable for unreasonably withheld) of an Indemnitee, settle, compromise or consent to the entry of any settlement judgment regarding a Third Party Claim the defense of which has been assumed by the Indemnified Indemnifying Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement andconsent (i) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnitee; and (ii) does not contain any equitable order, at such refusing Party’s cost, to take over such defense; provided judgment or term that in such event any manner affects, restrains or interferes with the Indemnifying Party will business of the Indemnitee or any of the Indemnitee’s Affiliates. An Indemnitee may not be responsible forsettle, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect consent to the entry of any judgment regarding any Third Party Claim for which indemnification is sought and the defense accepted of which has not been assumed by the Indemnifying Party, without the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. Each Party agrees to cooperate and to cause its employees and agents to cooperate with Indemnifying Party’s obligations under Section 4.1 or Section 4.2, as applicable, shall survive the other Party in the defense expiration or termination of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensethis Agreement.

Indemnification Procedures. Whenever 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 for indemnification arises asserted which may entitle an Indemnified Party to be indemnified under this SectionAgreement, 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, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Indemnified Party will have the right to defend against employ its own counsel in any such claim action in which event addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel 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, (b) the Indemnifying Party will give written notice has not in fact employed counsel to the Indemnified Party of acceptance of assume the defense of such claim action within a reasonable time after receiving notice of the commencement of the action, or loss (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the identity Indemnified Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party and (B) the representation of counsel selected the Indemnifying Party and such Indemnified Parties by the Indemnifying Party. Until same counsel would be inappropriate or contrary to prudent practice (in which case, if such time as Indemnified Parties notify the Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, in writing that they elect to employ separate counsel at the expense of the Indemnifying Party, subject the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Parties, it being understood, however, that the Indemnifying Party shall not, in connection with any right 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 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 Seller in respect of the Seller Parties, by the 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 to seek reimbursement for the costs of and all such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or lossfees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and action unless the relevant records 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 each this Section shall relieve the Indemnifying Party will be available of liability only if such failure is prejudicial to the other position of the Indemnifying Party with respect and then only to any the extent of such defenseprejudice.

Indemnification Procedures. Whenever Promptly after receipt of notice of the commencement of any action by a claim for indemnification arises party seeking to be indemnified under this SectionSection 19 (the "Indemnified Party"), the Indemnified Party shall, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 19 (the "Indemnifying Party"), will promptly notify the Indemnifying Party and request in writing of the Indemnifying Party commencement thereof; PROVIDED, HOWEVER, that the omission to defend the claim. Failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party of from any liability that which it may have to any Indemnified Party otherwise than under the Indemnifying Party might haveprovisions hereof, except and shall relieve it from liability hereunder only to the extent that such failure prejudices omission results in the forfeiture by the Indemnifying Party 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 shall be entitled to participate in any such action and, to the extent 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 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 shall not be liable to such Indemnified Party hereunder for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s ability to defend such claim 's consent. The Indemnified Party shall cooperate in the defense or losssettlement of claims so assumed. The Indemnifying Party will have shall not be liable hereunder for the right to defend against such settlement by the Indemnified Party for any claim in which event or demand unless the Indemnifying Party will give written notice to has previously approved the Indemnified Party of acceptance of the defense settlement or it has been notified of such claim or loss demand and has failed to provide a defense in accordance with the identity of counsel selected by provisions hereof. In the event that any proceeding involving the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, shall be commenced by the Indemnified Party will defend in connection with the Agreement, or the transactions contemplated hereunder, and such claim or loss, at the expense proceeding shall be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, subject the Indemnified Party shall be liable to any right of the Indemnifying Party for any reasonable attorney's fees and direct costs relating to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or lossproceedings. The Indemnifying Party will have exclusive right to control and conduct indemnifications provided in this Section 19 shall survive the defense and settlement termination of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensethis Agreement.

Indemnification Procedures. Whenever Promptly after receipt of notice of the commencement of any action by a claim for indemnification arises party seeking to be indemnified under this SectionSection 8 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 8 (the “Indemnifying Party”), will promptly notify the Indemnifying Party and request in writing of the Indemnifying Party commencement thereof; provided, however, that the omission to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of from any liability that which it may have to any Indemnified Party otherwise than under the Indemnifying Party might haveprovisions of this Agreement, except and will relieve it from liability under this Agreement only to the extent that such failure prejudices omission results in the forfeiture by the Indemnifying Party 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 Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s ability to defend such claim or lossconsent. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense cooperate in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim defense or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Partyso assumed. The Indemnifying Party will not be liable under this Agreement for any the settlement by the Indemnified Party for any claim or demand unless such the Indemnifying Party has previously approved such the settlement in advance writing or it has been notified of such claim or demand and agrees has failed to be bound by provide a defense in accordance with the agreement incorporating such settlementprovisions hereof. At In the event that any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event proceeding involving the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify commenced by the relevant Indemnified Party againstin connection with the Agreement, any cost or liability the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in excess favor of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled liable to participate with the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in such defense if this Section 8 will survive the claim or loss requests equitable relief or other relief that could affect the rights termination of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensethis Agreement.

Indemnification Procedures. Whenever In the case of any Litigation asserted by a claim for third party (a “Third Party Claim”) against a party entitled to indemnification arises under this SectionAgreement (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, will promptly notify and the Indemnified Party shall permit the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, (at the expense of the such Indemnifying Party, subject to any right of Party and so long as the Indemnifying Party to seek reimbursement for the costs of such defense acknowledges in the event that it is determined that Indemnifying Party had no writing its obligation to indemnify the Indemnified Party for Losses related to such claim or loss. The Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party will have exclusive right to control and who shall conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty such Third Party Claim shall be reasonably satisfactory to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by , and the Indemnified Party unless such Indemnifying Party has approved such settlement may participate in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to give notice. If the Indemnifying Party does not accept promptly assume the defense of any indemnified claim or loss as provided abovesuch Third Party Claim following notice thereof, the Indemnified Party will have the right shall be entitled to employ counsel for assume and control such defense at and to settle or agree to pay in full such Third Party Claim without the expense consent of the Indemnifying PartyParty without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Each Party agrees to cooperate and to cause its employees and agents to cooperate Except with the other Party prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim Third Party Claim, shall consent to entry of any judgment or lossenter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the Indemnified Party, and (ii) does not include as an unconditional term thereof the relevant records giving by each claimant or plaintiff to such Indemnified Party of each an irrevocable release from all liability with respect to such Third Party will Claim, or (iii) would restrict such Indemnified Party’s ability to conduct its business in the ordinary course or would otherwise have a materially adverse impact on the business of the Indemnified Party. 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 take over and control the defense, settlement, negotiation or Litigation relating to any such Third Party Claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and control, the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. In any event, the Reinsurer and the Company shall cooperate in the defense of any Third Party Claim subject to this Article X and the records of each shall be reasonably available to the other Party with respect to any such defense.

Indemnification Procedures. Whenever 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 for indemnification arises asserted which may entitle an Indemnified Party to be indemnified under this SectionAgreement, 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, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Indemnified Party will have the right to defend against employ its own counsel in any such claim action in which event addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel 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, (b) the Indemnifying Party will give written notice has not in fact employed counsel satisfactory to the Indemnified Party of acceptance of Financial Security to assume the defense of such claim action within a reasonable time after receiving notice of the commencement of the action, or loss (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the identity Indemnified Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party and (B) the representation of counsel selected the Indemnifying Party and such Indemnified Parties by the Indemnifying Party. Until same counsel would be inappropriate or contrary to prudent practice (in which case, if such time as Indemnified Parties notify the Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, in writing that they elect to employ separate counsel at the expense of the Indemnifying Party, subject the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Parties, it being understood, however, that the Indemnifying Party shall not, in connection with any right 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 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 Seller in respect of the Seller Parties, by the 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 to seek reimbursement for the costs of and all such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or lossfees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and action unless the relevant records 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 each this Section shall relieve the Indemnifying Party will be available of liability only if such failure is prejudicial to the other position of the Indemnifying Party with respect and then only to any the extent of such defenseprejudice.

Indemnification Procedures. Whenever a claim for indemnification arises under In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this SectionSection 15, such person (an "INDEMNIFIED PARTY") shall promptly notify the person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, will promptly and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party of any liability its obligations hereunder except to the extent (and only to the extent that) that the Indemnifying Party might have, except to the extent that is materially prejudiced by such failure prejudices the Indemnifying Party’s ability to defend notify. In any such claim or loss. The Indemnifying proceeding, any Indemnified Party will shall have the right to defend against such claim in which event retain its own counsel, but the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense fees and expenses of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, shall be at the expense of the Indemnifying Party, subject to any right of such Indemnified Party unless (i) the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify and the Indemnified Party for shall have mutually agreed to the retention of such claim counsel or loss(ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The It is understood that the Indemnifying Party will have exclusive right shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to control any local counsel) at any time for all such Indemnified Parties (including in the case of Holder, all of its officers, directors and conduct controlling persons) and that all such fees and expenses shall be reimbursed as they are incurred. In the defense and settlement case of any claims or losses such separate firm for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party will shall not be liable for any settlement by of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any timeplaintiff, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to shall indemnify the relevant and hold harmless such Indemnified Party against, Parties from and against any cost loss or liability in excess (to the extent stated above) by reason of such refused compromise settlement or settlementjudgment. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the No Indemnifying Party in such defense if shall, without the claim or loss requests equitable relief or other relief that could affect the rights prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and also will be entitled to employ separate counsel for such defense at indemnity could have been sought hereunder by such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense , unless such settlement includes an unconditional release of any indemnified claim or loss as provided above, the such Indemnified Party will have the right to employ counsel for from all liability arising out of such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defenseproceeding.

Indemnification Procedures. Whenever 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 for indemnification arises asserted which may entitle an Indemnified Party to be indemnified under this SectionAgreement, 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, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Indemnified Party will have the right to defend against employ its own counsel in any such claim action in which event addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel 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, (b) the Indemnifying Party will give written notice has not in fact employed counsel satisfactory to the Indemnified Party of acceptance of Financial Security to assume the defense of such claim action within a reasonable time after receiving notice of the commencement of the action, or loss (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the identity Indemnified Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party and (B) the representation of counsel selected the Indemnifying Party and such Indemnified Parties by the Indemnifying Party. Until same counsel would be inappropriate or contrary to prudent practice (in which case, if such time as Indemnified Parties notify the Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, in writing that they elect to employ separate counsel at the expense of the Indemnifying Party, subject the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Parties, it being understood, however, that the Indemnifying Party shall not, in connection with any right 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 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 Seller in respect of the Seller Parties, by the 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 to seek reimbursement for the costs of and all such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or lossfees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and action unless the relevant records 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 each this Section shall relieve the Indemnifying Party will be available of liability only if such failure is prejudicial to the other position of the Indemnifying Party with respect and then only to any the extent of such defenseprejudice.

Indemnification Procedures. Whenever Promptly after any Seller Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any Action or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim for indemnification arises under this SectionAgreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such claim or the commencement of such Action or proceeding, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of from any liability that the Indemnifying it may have to such Indemnified Party might have, hereunder except to the extent that such failure prejudices the Indemnifying Party’s ability to defend Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim or lossto the extent then known. The Indemnifying Party will shall have the right to defend against and settle, at its own expense and by its own counsel, any such claim in which event matter as long as the Indemnifying Party will give written notice 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 all commercially reasonable respects in the defense thereof and the 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 Indemnified Party shall be entitled (a) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (b) if (i) the Indemnifying Party has failed to assume the defense and employ counsel or (ii) if the defendants in any such Action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, shall have concluded that there may be reasonable defenses available to the Indemnified Party will defend such claim that are different from or loss, at in addition to those available to the expense Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify then the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will shall have the right to refuse select a compromise or settlement and, at separate counsel and to assume such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any legal defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled and otherwise to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party 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 such other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or lossobligation on, and includes a complete release from liability of, the relevant records of each Party will be available to the other Party with respect to any such defenseIndemnified Party.

Indemnification Procedures. Whenever 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 arises under this Sectionin respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), the Indemnified Party, will promptly notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and request shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent 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 defend such Indemnified Party of its election so to assume and undertake the claim. Failure to so notify defense thereof, the Indemnifying Party will shall not relieve be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party of any liability and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party might have, except to or if the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to interests of the Indemnified Party of acceptance of reasonably may be deemed to conflict with the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense interests of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will shall have the right to refuse a compromise or settlement and, at select one separate counsel and to assume such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled legal defenses and otherwise to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or lossaction, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the relevant records of each Indemnifying Party will be available to the other Party with respect to any such defenseas incurred.

Indemnification Procedures. Whenever (a) If any action, proceeding, litigation or claim shall be brought or asserted against any Indemnified Party for any matter which the Indemnified Parties are indemnified hereunder (each, a claim for indemnification arises under this Section"Claim"), Indemnified Party shall notify Indemnitors in writing thereof and Indemnitors shall promptly assume the defense thereof, including, without limitation, the employment of counsel acceptable to such Indemnified Party, will promptly notify the Indemnifying Party and request the Indemnifying negotiation of any settlement. Any failure of such Indemnified Party to defend notify Indemnitors of such matter shall not impair or reduce the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party obligations of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or lossIndemnitors hereunder. The Indemnifying Party will Indemnified Parties shall have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or lossright, at the expense of the Indemnifying PartyIndemnitors (which expense shall be included in Costs), subject if an Indemnified Party has reason to believe that its interests are not being adequately represented or diverge from other interests being represented by such counsel, to employ separate counsel in any right of the Indemnifying Party such action and to seek reimbursement for the costs of such defense participate in the defense thereof. In the event that it is determined that Indemnifying Indemnitors shall fail to discharge or undertake to defend any Indemnified Party had no obligation to indemnify against any Claim, such failure shall constitute an Event of Default and the Indemnified Party for may, at its sole election, defend or settle such claim or lossClaim. The Indemnifying liability of Indemnitors to such Indemnified Party will have exclusive right to control hereunder for any settlement by such Indemnified Party shall be conclusively established by any settlement entered into by the Indemnified Party in good faith, and conduct such good faith shall be conclusively established if the defense and settlement is made on the advice of any claims or losses independent legal counsel for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will 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, settle or compromise any Claim in any manner or consent to the entry of any judgment (i) in which the claimant or plaintiff does not be liable for any settlement by unconditionally release the Indemnified Party unless from all liability and obligations in respect of such Indemnifying Party has approved Claim and obtain a dismissal of such settlement in advance and agrees to be bound by Claim with prejudice; or (ii) that may adversely affect the agreement incorporating such settlement. At any time, an Indemnified Party will have (as determined in the right to refuse a compromise sole discretion of such Indemnified Party) or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event obligate the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, to pay any cost sum or liability in excess of such refused compromise or settlement. With respect perform any obligation. (c) Indemnitors shall pay to any defense accepted by the Indemnifying Party, the relevant applicable Indemnified Party will any and all Costs within ten (10) days after written notice from such Indemnified Party. All Costs shall be entitled immediately reimbursable to participate with the Indemnifying Indemnified Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights or, upon request of the Indemnified Party and also will be entitled Party, paid directly to employ separate counsel for such defense at such the party sending a ▇▇▇▇ or other statement to the Indemnified Party’s expense. If Any Costs not paid within the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense aforementioned ten (10) day period shall bear interest at the expense of Default Rate from the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with date incurred until the other Party date paid in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensefull.

Indemnification Procedures. Whenever Except as provided below in Section 6 with respect to contribution 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 for indemnification arises asserted which may entitle an Indemnified Party to be indemnified under this SectionAgreement, 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, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of assume the defense of any such action or claim or loss in reasonable cooperation with, and with the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or lossreasonable cooperation of, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ its own counsel in any such action in addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel 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, (b) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying 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 Depositor Parties, one such defense firm for all Underwriter Parties, one such firm for Company Parties, one such firm for all 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 Seller in respect of the 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 PartyParty and all such fees and expenses will be reimbursed promptly as they are incurred. Each The Indemnifying Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense shall not be liable for any settlement of any such claim or loss, and action unless the relevant records 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 each this Section shall relieve the Indemnifying Party will be available of liability only if such failure is prejudicial to the other position of the Indemnifying Party with respect and then only to any the extent of such defenseprejudice.

Indemnification Procedures. Whenever a claim for Any Licensor Indemnified Party or Licensee Indemnified Party (as applicable, the “Indemnified Party”) entitled to indemnification arises under this SectionAgreement shall promptly provide the applicable Licensee or Licensor (as applicable, the “Indemnifying Party”) with notice of the applicable Claim; provided that the failure of the Indemnified Party, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will undertake such actions shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might haveobligation it may have to defend or indemnify, except and only to the extent that such failure prejudices the Indemnifying Party’s ability to fulfill such obligation has been actually and materially prejudiced thereby. The Indemnified Party shall permit the Indemnifying Party to answer and defend the Claim. If the Indemnifying Party, within a reasonable time after receipt of such claim 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 losssettle, the Claim on behalf, for the account, and at the risk of, the Indemnifying Party. The Indemnifying Party will have shall permit the right Indemnified Party to defend against such claim participate in which event its own defense with its own counsel at its own expense. If the Indemnified Party elects to participate in its own defense, the Indemnifying Party will give written notice shall agree to consider in good faith the views of the Indemnified Party of acceptance 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 Claims, subject to a joint-defense of such claim or loss agreement between the Indemnified Party and the identity of counsel selected by the Indemnifying Party. Until such time as The Indemnifying Party provides shall not settle or compromise any Claims against a Indemnified Party without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed), unless such written notice of acceptance settlement or compromise: (i) includes an unconditional release of the defense Indemnified Party from all liability arising out of such claim Claims; (ii) is solely monetary in nature; and (iii) does not include remedial or lossequitable 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 Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with otherwise materially adversely affect the Indemnified Party. The Indemnifying Party will shall not be liable responsible for any settlement made by the Indemnified Party unless without such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensewritten permission.

Indemnification Procedures. Whenever 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 arises under this Sectionin respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), the Indemnified Party, will promptly notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and request shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent 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 defend such Indemnified Party of its election so to assume and undertake the claim. Failure to so notify defense thereof, the Indemnifying Party will shall not relieve be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all reasonable and documented fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party of any liability and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party might have, except to or if the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to interests of the Indemnified Party of acceptance of reasonably may be deemed to conflict with the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense interests of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will shall have the right to refuse a compromise or settlement and, at select one separate counsel and to assume such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled legal defenses and otherwise to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or lossaction, with the reasonable and documented expenses and fees of such separate counsel and other reasonable and documented expenses related to such participation to be reimbursed by the relevant records of each Indemnifying Party will be available to the other Party with respect to any such defenseas incurred.

Indemnification Procedures. Whenever Promptly after receipt of notice of the commencement of any action by a claim for indemnification arises party seeking to be indemnified under this SectionSection 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), will promptly notify the Indemnifying Party and request in writing of the Indemnifying Party commencement thereof; provided, however, that the omission to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of from any liability that which it may have to any Indemnified Party otherwise than under the Indemnifying Party might haveprovisions of this Agreement, except and will relieve it from liability under this Agreement only to the extent that such failure prejudices omission results in the forfeiture by the Indemnifying Party 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 Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s ability to defend such claim or lossconsent. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense cooperate in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim defense or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Partyso assumed. The Indemnifying Party will not be liable under this Agreement for any the settlement by the Indemnified Party for any claim or demand unless such the Indemnifying Party has previously approved such the settlement in advance writing or it has been notified of such claim or demand and agrees has failed to be bound by provide a defense in accordance with the agreement incorporating such settlementprovisions hereof. At In the event that any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event proceeding involving the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify commenced by the relevant Indemnified Party againstin connection with the Agreement, any cost or liability the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in excess favor of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled liable to participate with the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in such defense if this Section 17 will survive the claim or loss requests equitable relief or other relief that could affect the rights termination of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensethis Agreement.

Indemnification Procedures. Whenever (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 arises pursuant to this Article II, it will provide notice thereof in writing to the Parties from whom indemnification is sought pursuant to this Article II (each, an “Indemnifying Party”) specifying the nature of and specific basis for such claim; provided, however, that no MLP Indemnified Party shall submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to the expiration of the applicable indemnity coverage under this SectionAgreement); provided further, that failure to timely provide such notice shall not affect the right of the MLP Indemnified Party, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have’s indemnification hereunder, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend Party is materially prejudiced by such claim delay or loss. omission. (b) The Indemnifying Party will shall have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance 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 (provided that such claim or loss counsel shall be reasonably acceptable to the MLP Indemnified Parties), determination of whether to appeal any decision of any court and the identity settling of counsel selected any such 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 MLP Indemnified Parties unless it includes a full release of the MLP Indemnified Parties and their respective Subsidiaries from such matter or issues, as the case may be. (c) In the event that any claim brought against the MLP Indemnified Parties that is covered by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice indemnification set forth in Article II is based on the presence of acceptance Hazardous Substances on, under, about or Releasing to or from property of the defense of such claim MLP Indemnified Parties that requires or lossnecessitates Environmental Activity, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will shall have the right to refuse a compromise control all aspects of the Environmental Activity, including, without limitation, the selection of remediation or settlement andcleanup standards (to the extent such selection is permitted under applicable Environmental Law) based on activity and/or use limitations, at such refusing Party’s costso long as (i) the selected remediation or cleanup standards, and any activity or use limitations imposed (by deed restriction, environmental covenant or otherwise) in connection with the Environmental Activity would not unreasonably interfere with the current use of the property, (ii) the MLP Indemnified Parties shall have the right, but not the obligation, to take over such defense; provided that fully participate in such event 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 will not be responsible fordiligently and promptly pursues the completion of the Environmental Activity so as to attain Environmental Closure, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with and (iv) the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate complies with the other Party in the defense requirements of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defenseSection 2.

Indemnification Procedures. Whenever In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either Section 6(a) or 6(b), such person (the “Indemnified Party”) shall promptly notify the person from whom such indemnity may be sought (the “Indemnifying Party”) in writing (provided that failure to so notify an indemnifying party shall not relieve such Indemnifying Party from any liability under Section 6(a) or 6(b) to the extent it is not materially prejudiced as a claim for indemnification arises under result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this Sectionindemnity agreement) and the Indemnifying Party, upon request of the Indemnified Party, will promptly notify shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless (i) the Indemnifying Party and request the Indemnified Party shall have mutually agreed in writing to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to defend the claimactual or potential differing interests between them or different legal defenses available to them. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability It is understood that the Indemnifying Party might haveshall not, except in respect of the legal expenses of any Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the extent that such failure prejudices Representative, in the Indemnifying Party’s ability case of parties indemnified pursuant to defend such claim or lossSection 6(a) above, and by the Company, in the case of parties indemnified pursuant to Section 6(b) above. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will shall not be liable for any settlement by of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party unless from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the first and second sentences of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such Indemnifying Party has approved of the aforesaid request and (ii) such settlement Indemnifying Party shall not have reimbursed the Indemnified Party in advance and agrees accordance with such request prior to be bound by the agreement incorporating date of such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the No Indemnifying Party will not be responsible forshall, nor will it be obligated to indemnify without the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and also will be entitled to employ separate counsel for such defense at indemnity could have been sought hereunder by such Indemnified Party’s expense. If , unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the Indemnifying Party subject matter of such proceeding and does not accept the defense include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defense.

Indemnification Procedures. Whenever (a) The matters set forth in Sections 5.6 through 5.9 of the Master Agreement shall be deemed incorporated into, and a claim 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 such Liability, then the Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if such ▇▇▇▇▇ Fargo Proceeds had been received, realized or recovered before the Indemnity Payment was made. (ii) The Indemnified Party shall use its commercially reasonable efforts to seek to collect or recover from ▇▇▇▇▇ Fargo the amounts due to such Indemnified Party pursuant to Section 7.2 of the ▇▇▇▇▇ Fargo Agreement to which the Indemnified Party is entitled in connection with any Liability for which the Indemnified Party seeks indemnification arises under pursuant to this Section, Article VIII; provided that the Indemnified Party, will promptly notify the Indemnifying Party and request the Indemnifying Party ’s inability to defend the claim. Failure to so notify the Indemnifying Party will collect or recover any such amounts shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices limit the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defenseobligations hereunder.

Indemnification Procedures. Whenever Except as provided below in Section 6 with respect to contribution 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 for indemnification arises asserted which may entitle an Indemnified Party to be indemnified under this SectionAgreement, 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, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of assume the defense of any such action or claim or loss in reasonable cooperation with, and with the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or lossreasonable cooperation of, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ its own counsel in any such action in addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel 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, (b) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying 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 Depositor Parties, one such defense firm for all Underwriter Parties, one such firm for all Company Parties, one such firm for all 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 Seller in respect of the 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 PartyParty and all such fees and expenses will be reimbursed promptly as they are incurred. Each The Indemnifying Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense shall not be liable for any settlement of any such claim or loss, and action unless the relevant records 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 each this Section shall relieve the Indemnifying Party will be available of liability only if such failure is prejudicial to the other position of the Indemnifying Party with respect and then only to any the extent of such defenseprejudice.

Indemnification Procedures. Whenever 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 for indemnification arises asserted which may entitle an Indemnified Party to be indemnified under this SectionAgreement, 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, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Indemnified Party will have the right to defend against employ its own counsel in any such claim action in which event addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel 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, (b) the Indemnifying Party will give written notice has not in fact employed counsel satisfactory to the Indemnified Party of acceptance of Financial Security to assume the defense of such claim action within a reasonable time after receiving notice of the commencement of the action, or loss (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the identity Indemnified Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party and (B) the representation of counsel selected the Indemnifying Party and such Indemnified Parties by the Indemnifying Party. Until same counsel would be inappropriate or contrary to prudent practice (in which case, if such time as Indemnified Parties notify the Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, in writing that they elect to employ separate counsel at the expense of the Indemnifying Party, subject the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Parties, it being understood, however, that the Indemnifying Party shall not, in connection with any right 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 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 Seller in respect of the Seller Parties, by the 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 to seek reimbursement for the costs of and all such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or lossfees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and action unless the relevant records 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 each this Section shall relieve the Indemnifying Party will be available of liability only if such failure is prejudicial to the other position of the Indemnifying Party with respect and then only to any the extent of such defenseprejudice.

Indemnification Procedures. Whenever Promptly after receipt by a claim for party seeking indemnification arises under this SectionSection 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 the Indemnified party from whom the Indemnitee is entitled to seek indemnification pursuant to this Section 5.1 (the “Indemnifying Party”) of the commencement thereof; provided, will promptly that the failure so to notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party it of any liability that the Indemnifying Party might haveit may have to any Indemnitee hereunder, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or lossParty demonstrates that it is materially prejudiced thereby. The Indemnifying Party will have the right shall be entitled to defend against such claim participate in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and Claim and, to the identity extent that it elects within seven (7) days of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written its receipt of notice of acceptance the Claim from the Indemnitee, to assume control of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of such Claim (unless (i) the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by is also a party to such proceeding and the Indemnifying Party has asserted a cross claim against the Indemnified Party unless or a court has otherwise determined that such that joint representation would be inappropriate, or (ii) the Indemnifying Party has approved fails to provide reasonable assurance to the Indemnitee of its financial capacity to defend the Indemnitee in such settlement in advance and agrees 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 Claim, the Indemnifying Party shall not, as long as it diligently conducts such defense, be bound liable to the Indemnitee for any Litigation Costs subsequently incurred by the agreement incorporating such settlementIndemnitee. At any time, an Indemnified Party will have the right to refuse a No compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event of any Claim may be effected by the Indemnifying Party will without the Indemnitee’s written consent, which consent shall not be responsible forunreasonably withheld or delayed; provided, nor will it no consent shall be obligated to indemnify required if (A) there is no finding or admission of any violation of Law or any violation of the relevant Indemnified Party againstrights of any person and no effect on any other claims that may be made against the Indemnitee, any cost or liability (B) the sole relief provided is monetary damages that are paid in excess of such refused compromise or settlement. With respect to any defense accepted full by the Indemnifying Party, and (C) the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in Indemnitee’s rights under this Agreement are not restricted by such defense if the claim compromise or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensesettlement.

Indemnification Procedures. Whenever a (a) After receipt of the notice of claim for indemnification arises under this Sectionrequired by Section 2.03, if the Indemnifying Party undertakes to defend any such claim, then the Indemnifying Party shall be entitled, if it so elects, to take control of the defense and investigation with respect to such claim and to employ and engage attorneys of its own choice, reasonably acceptable to the Indemnified Party, will promptly notify the Indemnifying Party to handle and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might havesame, except to the extent that such failure prejudices at the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give 's cost, risk and expense, upon written notice to the Indemnified Party of acceptance 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 the Indemnifying Party may settle a claim without the Indemnified Party's consent if such settlement (i) makes no admission or acknowledgement of liability or culpability with respect to the Indemnified Party, (ii) includes a complete release of the Indemnified Party, and (iii) does not require the Indemnified Party to make any payment or forego or take any action or otherwise materially adversely affect the Indemnified Party. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of any lawsuit or action with respect to such claim and any appeal arising therefrom (including the filing in the Indemnified Party's name of appropriate cross-claims and counterclaims). The Indemnified Party may, at its own cost and expense, participate in any investigation, trial and defense of such claim lawsuit or loss and the identity of counsel selected action controlled by the Indemnifying Party. Until such time as Party and any appeal arising therefrom. (b) If, after receipt of a notice of claim pursuant to Section 2.03, the Indemnifying Party provides does not undertake to defend any such written notice of acceptance of the defense of such claim or lossclaim, the Indemnified Party will defend may, but shall have no obligation to, contest any lawsuit or action with respect to such claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party (including, without limitation, the settlement thereof without the consent of the Indemnifying Party). If there are one or lossmore legal defenses available to the Indemnified Party that conflict with those available to the Indemnifying Party or there is otherwise an actual or potential conflict of interest, the Indemnified Party shall have the right, at the expense of the Indemnifying Party, subject to any right assume the defense of the Indemnifying Party to seek reimbursement for the costs of such defense in the event lawsuit or action; provided, however, that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for may not settle such claim lawsuit or loss. The Indemnifying Party will have exclusive right to control and conduct action without the defense and settlement consent of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will which consent shall not be entitled to participate with the Indemnifying Party in such defense if the claim unreasonably withheld or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensedelayed.

Indemnification Procedures. Whenever (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 arises pursuant to this Article II, it will provide notice thereof in writing to the Parties from whom indemnification is sought pursuant to this Article II (each, an “Indemnifying Party”) specifying the nature of and specific basis for such claim; provided, however, that no Indemnified Party shall submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to the expiration of the applicable indemnity coverage under this SectionAgreement); provided further, that failure to timely provide such notice shall not affect the right of the Indemnified Party, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have’s indemnification hereunder, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend Party is materially prejudiced by such claim delay or loss. omission. (b) The Indemnifying Party will shall have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance 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 (provided that such claim or loss counsel shall be reasonably acceptable to the Indemnified Parties), determination of whether to appeal any decision of any court and the identity settling of counsel selected by any such 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 Parties 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 Party. Until such time as Indemnifying Party provides such written notice of acceptance Parties with respect to all aspects of the defense of such claim or lossany 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 Party will defend Parties may receive, permitting the names of the Indemnified Parties to be utilized in connection with such claim defense, the making available to the Indemnifying Parties of any files, records or lossother 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 Indemnified Parties may, at the expense of the Indemnifying Partytheir option, subject to cost and expense, hire and pay for counsel in connection with any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or lossdefense. The Indemnifying Party will have exclusive right Parties agree to control and conduct the defense and settlement of keep any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement such counsel hired by the Indemnified Party unless Parties reasonably informed as to the status of any such defense, but Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will Parties shall have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take retain sole control over such defense; provided . (d) In determining the 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 in such event becomes due and payable by the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess Parties as a result of such refused compromise 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 settlement. With respect to any defense accepted amounts recoverable under such contractual indemnities; provided, however, that the costs and expenses (including, without limitation, court costs and reasonable attorneys’ fees) of the Indemnified Parties in connection with such efforts shall be promptly reimbursed by the Indemnifying PartyParties. To the extent that Indemnifying Parties have made any indemnification payment hereunder in respect of a claim for which the Indemnified Parties have asserted a related claim for insurance proceeds or under a contractual indemnity, the relevant Indemnified Party will Indemnifying Parties shall be entitled subrogated to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled Parties to employ separate counsel for receive the proceeds of such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim insurance or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensecontractual indemnity.

Indemnification Procedures. Whenever Promptly after receipt by a party entitled to indemnification pursuant to this Section (each, an “Indemnified Party”) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such Indemnified Party will, if a claim for is to be made against the party obligated to provide indemnification arises under pursuant to this Sectionsection (each, the Indemnified an “Indemnifying Party”), will promptly notify the Indemnifying Party and request of the Indemnifying Party commencement thereof; but the omission to defend the claim. Failure to so notify the Indemnifying Party provide such notice will not relieve the Indemnifying Party of from any liability that the Indemnifying Party might havehereunder, except to the extent that the delay in giving, or failing to give, such failure prejudices notice has a material adverse effect upon the ability of the Indemnifying Party’s ability Party to defend against the claim. In case such claim or loss. The action is brought against an Indemnified Party, the Indemnifying Party will have the right to defend against such claim participate in which event and, at the Indemnifying Party’s option, to assume the defense thereof, singly or jointly with any other Indemnifying Party similarly notified, with counsel or reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and the Indemnifying Party will give written notice to and the Indemnified Party of acceptance of the defense of such claim reasonably concludes that there may be legal defenses available to any Indemnified Parties that are different from or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of additional to those available to the Indemnifying Party, subject to any right or if there is a conflict of interest which would prevent counsel for the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with from also representing the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ select counsel for to participate in the defense of such defense action on behalf of such Indemnified Party at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with ; provided further, however, that the other Party in the defense of any such claim or loss, and the relevant records of each Indemnifying Party will be available 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 the defense thereof, unless (i) the Indemnified Party has employed counsel in accordance with the proviso of the preceding sentence, or (ii) the Indemnifying Party has not employed counsel satisfactory to the other Indemnified Party with respect to any such defenserepresent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party.

Indemnification Procedures. Whenever 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 for indemnification arises asserted which may entitle an Indemnified Party to be indemnified under this SectionAgreement, 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, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Indemnified Party will have the right to defend against employ its own counsel in any such claim action in which event addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel 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, (b) the Indemnifying Party will give written notice has not in fact employed counsel satisfactory to the Indemnified Party of acceptance of Financial Security to assume the defense of such claim action within a reasonable time after receiving notice of the commencement of the action, or loss (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the identity Indemnified Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party and (B) the representation of counsel selected the Indemnifying Party and such Indemnified Parties by the Indemnifying Party. Until same counsel would be inappropriate or contrary to prudent practice (in which case, if such time as Indemnified Parties notify the Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, in writing that they elect to employ separate counsel at the expense of the Indemnifying Party, subject the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Parties, it being understood, however, that the Indemnifying Party shall not, in connection with any right 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 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 Seller in respect of the Seller Parties, by the 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 to seek reimbursement for the costs of and all such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or lossfees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and action unless the relevant records 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 each this Section shall relieve the Indemnifying Party will be available of liability only if such failure is prejudicial to the other position of the Indemnifying Party with respect and then only to any the extent of such defenseprejudice.

Indemnification Procedures. Whenever (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 arises pursuant to this Article II, it will provide notice thereof in writing to the Parties from whom indemnification is sought pursuant to this Article II (each, an “Indemnifying Party”) specifying the nature of and specific basis for such claim; provided, however, that no Indemnified Party shall submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to the expiration of the applicable indemnity coverage under this SectionAgreement); provided further, that failure to timely provide such notice shall not affect the right of the Indemnified Party, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have’s indemnification hereunder, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend Party is materially prejudiced by such claim delay or loss. omission. (b) The Indemnifying Party will shall have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance 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 (provided that such claim or loss counsel shall be reasonably acceptable to the Indemnified Parties), determination of whether to appeal any decision of any court and the identity settling of counsel selected by any such 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 Parties 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 Party. Until such time as Indemnifying Party provides such written notice of acceptance Parties with respect to all aspects of the defense of such claim or lossany 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 Party will defend Parties may receive, permitting the names of the Indemnified Parties to be utilized in connection with such claim defense, the making available to the Indemnifying Parties of any files, records or lossother 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 Indemnified Parties may, at the expense of the Indemnifying Partytheir option, subject to cost and expense, hire and pay for counsel in connection with any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or lossdefense. The Indemnifying Party will have exclusive right Parties agree to control and conduct the defense and settlement of keep any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement such counsel hired by the Indemnified Party unless Parties reasonably informed as to the status of any such defense, but the Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will Parties shall have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take retain sole control over such defense; provided . (d) In determining the 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 in such event becomes due and payable by the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess Parties as a result of such refused compromise 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 settlement. With respect to any defense accepted amounts recoverable under such contractual indemnities; provided, however, that the costs and expenses (including, without limitation, court costs and reasonable attorneys’ fees) of the Indemnified Parties in connection with such efforts shall be promptly reimbursed by the Indemnifying PartyParties. To the extent that the Indemnifying Parties have made any indemnification payment hereunder in respect of a claim for which the Indemnified Parties have asserted a related claim for insurance proceeds or under a contractual indemnity, the relevant Indemnified Party will Indemnifying Parties shall be entitled subrogated to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled Parties to employ separate counsel for receive the proceeds of such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim insurance or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensecontractual indemnity.

Indemnification Procedures. Whenever Promptly after receipt of notice of the commencement of any action by a claim for indemnification arises party seeking to be indemnified under this SectionSection 19 (the "Indemnified Party"), the Indemnified Party shall, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 19 (the "Indemnifying Party"), will promptly notify the Indemnifying Party and request in writing of the Indemnifying Party commencement thereof; provided, however, that the omission to defend the claim. Failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party of from any liability that which it may have to any Indemnified Party otherwise than under the Indemnifying Party might haveprovisions hereof, except and shall relieve it from liability hereunder only to the extent that such failure prejudices omission results in the forfeiture by the Indemnifying Party 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 shall be entitled to participate in any such action and, to the extent 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 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 shall not be liable to such Indemnified Party hereunder for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s ability to defend such claim 's consent. The Indemnified Party shall cooperate in the defense or losssettlement of claims so assumed. The Indemnifying Party will have shall not be liable hereunder for the right to defend against such settlement by the Indemnified Party for any claim in which event or demand unless the Indemnifying Party will give written notice to has previously approved the Indemnified Party of acceptance of the defense settlement or it has been notified of such claim or loss demand and has failed to provide a defense in accordance with the identity of counsel selected by provisions hereof. In the event that any proceeding involving the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, shall be commenced by the Indemnified Party will defend in connection with the Agreement, or the transactions contemplated hereunder, and such claim or loss, at the expense proceeding shall be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, subject the Indemnified Party shall be liable to any right of the Indemnifying Party for any reasonable attorney's fees and direct costs relating to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or lossproceedings. The Indemnifying Party will have exclusive right to control and conduct indemnifications provided in this Section 19 shall survive the defense and settlement termination of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensethis Agreement.

Indemnification Procedures. Whenever a claim for indemnification arises The Party claiming indemnity under this Section, Article 14 (the “Indemnified Party, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will ”) shall give written notice to the Indemnified Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of acceptance the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim”), and, provided that the Indemnifying Party is not contesting the indemnity obligation, shall permit the Indemnifying Party to control and assume the defense of any litigation relating to such claim Claim and disposition of any such Claim. Notwithstanding the foregoing, if the Indemnifying Party is also a party (or loss likely to be named a party) to the proceeding in which such Claim is made and the identity Indemnified Party gives notice to the Indemnifying Party that it may have defenses to such Claim that are in conflict with the interests 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 selected 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. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the The Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate shall reasonably cooperate with the Indemnifying Party in such its defense if of any claim for which the claim Indemnifying Party has assumed the defense in accordance with this Section 14.4, and shall have the right (at its own expense) to be present in person or loss requests equitable relief or other relief that could affect through counsel at all legal proceedings giving rise to the rights right of indemnification. So long as the Indemnifying Party is diligently defending the Claim in good faith, the Indemnified Party and also will be entitled to employ separate counsel for shall not settle any such defense at such Indemnified Claim without the prior written consent of the Indemnifying Party’s expense. If the Indemnifying Party does not accept assume and conduct the defense of any indemnified claim or loss the Claim as provided above, (x) the Indemnified Party will have may defend against, and consent to the right to employ counsel for such defense at entry of any judgment or enter into any settlement with respect to, the expense of 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 PartyParty in connection therewith), and (y) the Indemnifying Party will remain responsible to indemnify the Indemnified Party as provided in this Article 14. Each Nothing in this Article 14 shall act to negate any obligation under common law of either Party agrees to cooperate and mitigate damages resulting from or arising as a consequence of any circumstances giving rise to cause its employees and agents to cooperate with any Claim for which such Party is being indemnified against or held harmless by the other Party in the defense of hereunder or any such claim or loss, and the relevant records cause of each action under which a Party will be available intends to seek damages from the other Party with respect pursuant to any such defensethis Agreement or at law or in equity.

Indemnification Procedures. Whenever Promptly after receipt of notice of the commencement of any action by a claim for indemnification arises party seeking to be indemnified under this SectionSection 19 (the "Indemnified Party"), the Indemnified Party shall, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 19 (the "Indemnifying Party"), will promptly notify the Indemnifying Party and request in writing of the Indemnifying Party commencement thereof; PROVIDED, HOWEVER, that the omission to defend the claim. Failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party of from any liability that which it may have to any Indemnified Party otherwise than under the Indemnifying Party might haveprovisions hereof, except and shall relieve it from liability hereunder only to the extent that such failure prejudices omission results in the forfeiture by the Indemnifying Party 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 shall be entitled to participate in any such action and, to the extent 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 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 shall not be liable to such Indemnified Party hereunder for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s ability to defend 's consent by such claim Indemnified Party in connection with the defense thereof. The Indemnified Party shall cooperate in the defense or losssettlement of claims so assumed. The Indemnifying Party will have shall not be liable hereunder for the right to defend against such settlement by the Indemnified Party for any claim in which event or demand unless the Indemnifying Party will give written notice to has previously approved the Indemnified Party of acceptance of the defense settlement or it has been notified of such claim or loss demand and has failed to provide a defense in accordance with the identity of counsel selected by provisions hereof. In the event that any proceeding involving the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, shall be commenced by the Indemnified Party will defend in connection with the Agreement, or the transactions contemplated hereunder, and such claim or loss, at the expense proceeding shall be finally determined by a court of competent jurisdiction in favor of the Indemnifying Party, subject the Indemnified Party shall be liable to any right of the Indemnifying Party for any reasonable attorney's fees and direct costs relating to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or lossproceedings. The Indemnifying Party will have exclusive right to control and conduct indemnifications provided in this Section 19 shall survive the defense and settlement termination of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensethis Agreement.

Indemnification Procedures. Whenever a claim for Any Party seeking indemnification arises under this SectionArticle V for a third party claim (the “Indemnified Party”) must notify the Party from whom such indemnity is sought (the “Indemnifying Party”) in writing of any claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the failure to so notify will not adversely impact the Indemnified Party, will promptly notify the Indemnifying Party ’s right to indemnification hereunder except and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except solely to the extent that such failure prejudices to notify actually prejudices, or prevents the Indemnifying Party’s ability to defend such claim claim, demand, action or lossproceeding. The Indemnifying Party will have the right at its expense to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of assume the defense of such claim or loss and the identity of thereof using counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject reasonably acceptable to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right (i) to refuse a compromise or settlement andparticipate, at such refusing Party’s costits own expense, with respect to take over such defense; provided any claim, demand, action or proceeding that in such event 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 not cooperate with each other and provide each other with access to 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 responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted paid by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in (and such defense if the claim or loss requests equitable relief or other relief that could affect the rights settlement contains a complete release of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If its Subsidiaries and their respective directors, officers and employees) and the Indemnifying Party does not 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 of any indemnified claim such claim, demand, action or loss as provided aboveproceeding, (B) the 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 amount thereafter recovered by the third party from the Indemnified Party is less than the amount of the proposed settlement, the Indemnified Party will have be reimbursed by the right to employ counsel Indemnifying Party for such defense at attorneys’ fees and legal costs and expenses up to a maximum amount equal to the expense difference between the amount recovered by the third party and the amount of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defenseproposed settlement.

Indemnification Procedures. Whenever Except with respect to Taxes, each of a claim for indemnification arises under this SectionSeller’s obligations in Section 4.3 and Purchaser’s obligations in Section 4.4 above (each of a Seller and Purchaser, as applicable, the “Indemnifying Party”) with respect to any third party claim are contingent upon the Seller Indemnified PartyParties or the Purchaser Indemnified Parties (each, will as applicable, the “Indemnitee”), promptly notify notifying the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense writing of such claim or loss and promptly tendering the identity control of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of such claim to the duty to defend, subject to consultation Indemnifying Party at the Indemnifying Party’s expense and with the Indemnified 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 will may not, without the prior written consent (such consent not to be liable 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 any settlement Confidential Treatment and filed separately with the Commission. which has been assumed by the Indemnified Indemnifying Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement andconsent (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, at such refusing Party’s cost, to take over such defense; provided judgment or term that in such event any manner affects, restrains or interferes with the Indemnifying Party will business of the Indemnitee or any of the Indemnitee’s Affiliates. An Indemnitee may not be responsible forsettle, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect consent to the entry of any judgment regarding any third party claim for which indemnification is sought and the defense accepted of which has not been assumed by the Indemnifying Party, without the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense prior written consent of the Indemnifying Party. Each Party agrees , such consent not to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim be unreasonably withheld or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensedelayed.

Indemnification Procedures. Whenever (a) The Indemnified Party agrees that within thirty (30) days after it becomes aware of facts giving rise to a claim for indemnification arises pursuant to 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, however, that the Indemnified Party shall not submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to the expiration of the applicable indemnity coverage under this SectionAgreement). Notwithstanding the foregoing, the Indemnified Party, will promptly notify the Indemnifying Party and request the Indemnifying Party ’s failure to defend the claim. Failure to so notify the Indemnifying Party provide notice under this Section 2.4 will not relieve the Indemnifying Party of any from liability hereunder with respect to such matter except in the event and only to the extent that the Indemnifying Party might have, except to the extent that is materially prejudiced by such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. delay. (b) The Indemnifying Party will shall have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance 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 (provided that if such claim or loss 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 identity settling of counsel selected by any such 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 cooperate fully with the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance with respect to all aspects of the defense of such claim any claims covered by the indemnification set forth in this Article II, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or loss, other notice relating thereto that the Indemnified Party will defend such claim or lossmay receive, at permitting the expense names of the Indemnifying PartyIndemnified Party to be utilized in connection with such defense, subject the making available to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify any files, records or other information of the Indemnified Party for such claim or loss. The that the Indemnifying Party will have exclusive right considers relevant to control and conduct the such defense and settlement the making available to the Indemnifying Party of any claims or losses for which it has given notice employees of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time; provided, an Indemnified Party will have the right to refuse a compromise or settlement andhowever, at such refusing Party’s cost, to take over such defense; provided that in such event connection therewith the Indemnifying Party will not be responsible for, nor will it be obligated agrees to indemnify use reasonable efforts to minimize the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by impact thereof on the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights operations of the Indemnified Party and also will be entitled further agrees to employ separate counsel for such defense at such maintain the confidentiality of all files, records and other information furnished by the Indemnified Party’s expenseParty pursuant to this Section 2.4, unless otherwise required by law or the listing standards of the New York Stock Exchange. If In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party does not accept 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 indemnified claim or loss as provided aboveclaims covered by the indemnification set forth in this Article II; provided, however, that the Indemnified Party will 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 employ counsel for retain sole control over such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party 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 end of the applicable survival period notwithstanding the expiration of such defensesurvival period.

Indemnification Procedures. Whenever a A Party (the “Indemnitee”) which intends to claim for indemnification arises under this Section, the Indemnified Party, will Article 15 shall promptly notify the Indemnifying other Party and request (the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party “Indemnitor”) in writing of any action, claim or liability in respect of which the Indemnitee or any of its directors, officers, employees or agents intend to claim such indemnification, provided that the Indemnifying Party might have, except failure to provide timely notice to the Indemnitor shall not release the Indemnitor from any liability to the Indemnitee to the extent that the Indemnitor is not prejudiced thereby. Within fifteen (15) days after such failure prejudices notification is delivered by the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice Indemnitee to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or lossIndemnitor, the Indemnified Party will defend such claim or lossIndemnitee shall permit, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to shall cause its employees and agents to cooperate with permit, the other Party in Indemnitor to assume the defense of any such action or claim with qualified counsel at the Indemnitor’s sole cost and expense, provided, however, that if the Indemnified Party shall have reasonably concluded that representation of both Indemnitor and Indemnitee by the same counsel would be inappropriate due to an actual conflict of interests between them, the Indemnitee shall be able to obtain its own counsel at the expense of the Indemnitor. If the Indemnitor does not deliver written notice to the Indemnitee of its intent to assume control of such defense within such fifteen (15) day period, the Indemnitee may assume such defense with qualified counsel if its choice at the sole cost of the Indemnitor. If the Indemnitor assumes such defense hereunder, the Indemnitee may participate in such defense through counsel of its own selection at the Indemnitee’s sole cost and expense. Neither party shall settle or consent to entry of judgment of any such claim or lossdispute without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the Indemnitee shall be deemed to have granted such consent if either (i) such settlement does not adversely affect the Indemnitee, and does not impose any obligation or liability on the relevant records Indemnitee which cannot be assumed and performed in full by the Indemnitor, or (ii) such settlement involves only the payment of each Party will money by the Indemnitor or its insurer. The Indemnitor shall not be available responsible for any attorneys’ fees or other costs incurred other than as provided in this Agreement. The Indemnitee, its employees and agents, shall provide reasonable and good faith assistance (including but not limited to documents and testimony) to the other Party with respect to Indemnitor and its legal representatives, at the Indemnitor’s expense, in the investigation and defense of any such defenseaction, claim or liability covered by this indemnification.

Indemnification Procedures. Whenever a (a) In the event that any claim or demand for indemnification arises which the Indemnifying Party would be liable to an Indemnified Party under this SectionArticle 8 is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall give notice of such claim or demand promptly to the Indemnifying Party, will promptly notify which notice(s) shall specify the nature of such claim 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 claims, demands, notices, correspondence or other documents evidencing or supporting such claim. (b) Upon receipt of a Claim Notice, the Indemnifying Party shall be entitled, at its expense, to participate in, but not to control, determine or conduct, the defense of such claim; provided that the Indemnified Party shall not be required to share any information that it is prohibited from disclosing under applicable Law or contract or that would reasonably be expected to result in the loss of attorney-client or other privilege. The Indemnified Party shall have the right in its sole discretion to conduct the defense of, and request to settle or to consent to the entry of judgment with respect to, any such claim; provided that, except with the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), no settlement or consent to defend the claim. Failure entry of judgment of any such claim shall be determinative of the amount of Losses relating to so notify such matter or any indemnification obligation of the Indemnifying Party will under this Article 8. In the event that the Indemnifying Party has consented to any such settlement, entry of judgment, adjustment or compromise, the amount of such settlement, entry of judgment, adjustment or compromise so approved shall be conclusively deemed to be a liability of the Indemnifying Party hereunder (if it is determined that the Indemnifying Party has liability for such claim or demand). (c) 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 promptly send a Claim Notice with respect to such claim to the Indemnifying Party. (d) The failure of the Indemnified Party to give the Indemnifying Party a Claim Notice in accordance with the requirements of this Article 8 shall not relieve the Indemnifying Party of from any liability that the Indemnifying Party might havein respect of such claim, demand or action under this Article 8, except to the extent that such failure prejudices the Indemnifying Party’s ability of any prejudice or damages to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice as a result thereof. (e) For purposes of clarity but not by way of limitation, the provisions of this Section 8.4 shall not apply to the Indemnified Party of acceptance any procedure for any proceeding seeking payment of the defense of such claim or loss and Purchase Price, including the identity of counsel selected by Seller’s power to confess judgment against the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject T-Mobile Parties pursuant to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defenseSection 2.1(b)(ii)(C).

Indemnification Procedures. Whenever (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a claim for indemnification arises in respect thereof is to be made against the Indemnifying Party under this SectionArticle VII, notify the Indemnifying Party in writing of the commencement thereof; but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party otherwise than under this Article VII. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, 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, will promptly notify be counsel to the Indemnifying Party and request Party), and, after notice from the Indemnifying Party to defend such Indemnified Party of its election so to assume the claim. Failure to so notify defense thereof, the Indemnifying Party will shall not relieve be liable to such Indemnified Party under this Article VII for any legal expenses of counsel to the Indemnified Party or any 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. If the Indemnifying Party of any liability fails to notify the Indemnified Party within thirty (30) days that the Indemnifying Party might haveelects to defend the Indemnified Party pursuant to this Section 7.4, except to the extent that such failure prejudices or if the Indemnifying Party’s ability Party elects to defend the Indemnified Party pursuant to this Section 7.4 but fails diligently to prosecute the proceedings related to such claim or loss. The Indemnifying as herein provided then the Indemnified Party will shall have the right to defend against such claim in which event defend, at the Indemnifying Party will give written notice to sole cost and expense of the Indemnified Party of acceptance (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 defense 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 loss and an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party. (b) In the identity of counsel selected by the Indemnifying Party. Until such time as event any Indemnified Party should have a claim against any Indemnifying Party provides such written notice of acceptance of the defense of such claim or losshereunder that does not involve a third-party claim, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject shall transmit to any right of 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 seek reimbursement for such claim to the costs extent feasible (which estimate shall not be conclusive of the final amount of such defense in claim) and the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement basis of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable ’s request for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expenseindemnification under this Agreement. If the Indemnifying Party does not accept notify the defense Indemnified Party within thirty (30) days from its receipt of any indemnified the Indemnity Notice that the Indemnifying Party disputes such claim, the claim or loss as provided abovespecified by the Indemnified Party in the Indemnity Notice shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party provides notice within such time period that it disputes the claim, the Indemnified Party will have shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent any amount is payable in respect of the claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s premises and personnel and the right to employ counsel examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. (c) In determining the amount of any Damages for such defense at which the expense Indemnified Party is entitled to indemnification under this Article VII, the gross amount of the indemnification will be reduced by (i) any insurance proceeds actually received 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 9.1 by the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any shall determine whether such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defenseis timely made.

Indemnification Procedures. Whenever a A Party which or whose officers, directors or employees intend to claim for indemnification arises under Section 13.1 or 13.2 of this Section, Agreement (the Indemnified Party, “Indemnitee”) will promptly notify the Indemnifying other Party and request (the Indemnifying Party “Indemnitor”) in writing of any claim, lawsuit or other action in respect of which the Indemnitee or any of its directors, officers or employees intend to defend claim such indemnification as soon as reasonably practicable after the assertion of such claim. Failure ; provided, however, that the failure to so notify the Indemnifying Party provide written notice of such claim as soon as reasonably practicable will not relieve the Indemnifying Party Indemnitor of any liability that the Indemnifying Party might haveof its obligations hereunder, except to the extent that the Indemnitor is prejudiced by such failure prejudices to provide prompt notice. For purposes of clarification, an officer, director or employee of a Party will not have the Indemnifying Party’s ability right to defend claim indemnification directly from the other Party under this Section 13 and shall instead make any such claim solely through the Party employing such officer, director or lossemployee; provided, however, that the foregoing shall not be construed to limit any right to indemnification that any officer, director or employee of a Party may have other than under this Agreement (e.g., under applicable laws or regulations). The Indemnifying Party Indemnitor will have the right to defend against such claim in which event assume the Indemnifying Party will give written notice to the Indemnified Party of acceptance complete control of the defense of such claim defense, compromise or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation such claim with the Indemnified Party. The Indemnifying Party prior written consent of such Indemnitee, which such consent will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any timeunreasonably withheld or restricted or withdrawn or restricted at a later stage; provided, an Indemnified Party however, that Indemnitee will have the right to refuse a withhold consent to any compromise or settlement andin its sole discretion if such compromise or settlement includes any admission of wrongdoing on the part of an Indemnitee, or limits the scope of any claims in or enforceability of any Patents owned by or licensed to the Indemnitee. Subject to the aforesaid, the Indemnitor may at its own expense, employ legal counsel to defend the claim at issue and at any time after Indemnitor has assumed defense of a claim, the Indemnitor may exercise, on behalf of the Indemnitee, any rights which may mitigate the extent or amount of such refusing Party’s costclaim; provided, however, the Indemnitee: (a) may, in its sole discretion and at its own expense, employ legal counsel to take over represent it (in addition to the legal counsel employed by the Indemnitor) in any such defense; provided that matter, and in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted legal counsels selected by the Indemnifying Party, Indemnitee and the relevant Indemnified Party Indemnitor will be entitled required to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel confer *** Portion for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensewhich confidential treatment requested.

Indemnification Procedures. Whenever (a) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a claim for indemnification arises in respect thereof is to be made against the Indemnifying Party under this SectionArticle IX, notify the Indemnifying Party in writing of the commencement thereof; but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party otherwise than under this Article IX. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, 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, will promptly notify be counsel to the Indemnifying Party and request Party), and, after notice from the Indemnifying Party to defend such Indemnified Party of its election so to assume the claim. Failure to so notify defense thereof, the Indemnifying Party will shall not relieve 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 any liability written notice from the Indemnified Party of the commencement of such action that the Indemnifying Party might haveelects to defend the Indemnified Party pursuant to this Section 9.5, except to the extent that such failure prejudices or if the Indemnifying Party’s ability Party elects to defend the Indemnified Party pursuant to this Section 9.5 but fails diligently to prosecute the proceedings related to such claim or loss. The Indemnifying as herein provided, then the Indemnified Party will shall have the right to defend against such claim in which event defend, at the sole cost and expense of the Indemnifying Party will give written notice to (if the Indemnified Party of acceptance is entitled to indemnification hereunder), such claim by all appropriate proceedings. No Indemnifying Party shall, without the written consent of the defense 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 loss and an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party. (b) In the identity of counsel selected by the Indemnifying Party. Until such time as event any Indemnified Party should have a claim against any Indemnifying Party provides such written notice of acceptance of the defense of such claim or losshereunder that does not involve a third-party claim, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject shall transmit to any right of 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 seek reimbursement for such claim to the costs extent feasible (which estimate shall not be conclusive of the final amount of such defense in claim) and the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement basis of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable ’s request for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expenseindemnification under this Agreement. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, notify the Indemnified Party will have within 15 days from its receipt of the right to employ counsel for Indemnity Notice that the Indemnifying Party disputes such defense at claim, the expense claim specified by the Indemnified Party in the Indemnity Notice shall be deemed a liability of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with hereunder. (c) In determining the other Party in the defense 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 determine whether such claim or lossis timely made. (e) From and after Closing, and the relevant records if any Party receives any refund of each Indemnified Taxes, such Party will be available shall remit any such refund to the other Party with respect to any such defenseEquity Contributors or Asset Contributors, respectively.

Indemnification Procedures. Whenever If any third party claim is commenced against a claim for Party entitled to indemnification arises under this SectionAgreement (the "INDEMNIFIED PARTY"), notice thereof shall be given to the Party that is obligated to provide indemnification (the "INDEMNIFYING PARTY") as promptly as practicable. If, after such notice, the Indemnifying Party acknowledges that this Section applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the Indemnified Party, will promptly notify 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 the defense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, 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 request 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 its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim pursuant to this Section that involves a remedy other than the payment of money by the Indemnifying Party to defend shall be entered into without the claimconsent of the Indemnified Party. Failure to so notify After notice by the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance its election to assume full control of the defense of any such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or lossclaim, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party shall not be liable to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for any legal expenses incurred thereafter by such claim or loss. The Indemnifying Indemnified Party will have exclusive right to control and conduct in connection with the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expenseclaim. If the Indemnifying Party does not accept assume full control over the defense of any indemnified a claim or loss subject to such defense as provided abovein this Section, the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party will shall have the right to employ counsel for defend the claim in such defense manner as it may deem appropriate, at the cost and expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defense.

Indemnification Procedures. Whenever a claim for Any party seeking indemnification arises under this SectionArticle VI for a third party claim (the “Indemnified Party”) must notify the party from whom such indemnity is sought (the “Indemnifying Party”) in writing of any claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the failure to so notify will not adversely impact the Indemnified Party, will promptly notify the Indemnifying Party and request the Indemnifying Party ’s right to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, indemnification hereunder except to the extent that such failure prejudices to notify actually prejudices, or 15 prevents the Indemnifying Party’s ability to defend such claim claim, demand, action or lossproceeding. The Indemnifying Party will have the right at its expense to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of assume the defense of such claim or loss and the identity of thereof using counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject reasonably acceptable to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right (i) to refuse a compromise or settlement andparticipate, at such refusing Party’s costits own expense, with respect to take over such defense; provided any claim, demand, action or proceeding that in such event 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 not cooperate with each other and provide each other with access to 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 responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted paid by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in (and such defense if the claim or loss requests equitable relief or other relief that could affect the rights settlement contains a complete release of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If its Subsidiaries and their respective directors, officers and employees) and the Indemnifying Party does not 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 of any indemnified claim such claim, demand, action or loss as provided aboveproceeding, (ii) the 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 amount thereafter recovered by the third party from the Indemnified Party is less than the amount of the proposed settlement, the Indemnified Party will have be reimbursed by the right to employ counsel Indemnifying Party for such defense at attorneys’ fees and legal costs and expenses up to a maximum amount equal to the expense difference between the amount recovered by the third party and the amount of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defenseproposed settlement.

Indemnification Procedures. Whenever 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 for indemnification arises asserted which may entitle an Indemnified Party to be indemnified under this SectionAgreement, 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, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Indemnified Party will have the right to defend against employ its own counsel in any such claim action in which event addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel 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, (b) the Indemnifying Party will give written notice has not in fact employed counsel to the Indemnified Party of acceptance of assume the defense of such claim action within a reasonable time after receiving notice of the commencement of the action, or loss (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the identity Indemnified Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party and (B) the representation of counsel selected the Indemnifying Party and such Indemnified Parties by the Indemnifying Party. Until same counsel would be inappropriate or contrary to prudent practice (in which case, if such time as Indemnified Parties notify the Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, in writing that they elect to employ separate counsel at the expense of the Indemnifying Party, subject the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Parties, it being understood, however, that the Indemnifying Party shall not, in connection with any right 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 Seller Parties, one such firm for all Underwriter Parties and one such firm for all Assured Guaranty Parties, as the case may be, which firm shall be designated in writing by the Seller in respect of the Seller Parties, by the Underwriters in respect of the Underwriter Parties and by Assured Guaranty in respect of the Assured Guaranty Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party to seek reimbursement for the costs of and all such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or lossfees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and action unless the relevant records 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 each this Section shall relieve the Indemnifying Party will be available of liability only if such failure is prejudicial to the other position of the Indemnifying Party with respect and then only to any the extent of such defenseprejudice.

Indemnification Procedures. Whenever a (a) In the event that any claim or demand for indemnification arises which the Indemnifying Party would be liable to an Indemnified Party under this SectionArticle 8 is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall give notice of such claim or demand promptly to the Indemnifying Party, will promptly notify which notice(s) shall specify the nature of such claim 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 claims, demands, notices, correspondence or other documents evidencing or supporting such claim. (b) Upon receipt of a Claim Notice, the Indemnifying Party shall be entitled, at its expense, to participate in, but not to control, determine or conduct, the defense of such claim; provided that the Indemnified Party shall not be required to share any information that it is prohibited from disclosing under applicable Law or contract or that would reasonably be expected to result in the loss of attorney-client or other privilege. The Indemnified Party shall have the right in its sole discretion to conduct the defense of, and request to settle or to consent to the entry of judgment with respect to, any such claim; provided that, except with the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), no settlement or consent to defend the claim. Failure entry of judgment of any such claim shall be determinative of the amount of Losses relating to so notify such matter or any indemnification obligation of the Indemnifying Party will under this Article 8. In the event that the Indemnifying Party has consented to any such settlement, entry of judgment, adjustment or compromise, the amount of such settlement, entry of judgment, adjustment or compromise so approved shall be conclusively deemed to be a liability of the Indemnifying Party hereunder (if it is determined that the Indemnifying Party has liability for such claim or demand). (c) 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 promptly send a Claim Notice with respect to such claim to the Indemnifying Party. (d) The failure of the Indemnified Party to give the Indemnifying Party a Claim Notice in accordance with the requirements of this Article 8 shall not relieve the Indemnifying Party of from any liability that the Indemnifying Party might havein respect of such claim, demand or action under this Article 8, except to the extent that such failure prejudices the Indemnifying Party’s ability of any prejudice or damages to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defenseresult thereof.

Indemnification Procedures. Whenever If any third party claim is commenced against a claim for person or entity entitled to indemnification arises 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 promptly as practicable. If, after such notice, the Indemnifying Party shall acknowledge that this SectionAgreement applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the Indemnified Party, will promptly notify 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 the defense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, 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 request 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 its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party to defend shall be entered into without the claimconsent of the Indemnified Party. Failure to so notify After notice by the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance its election to assume full control of the defense of any such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or lossclaim, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party shall not be liable to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for any legal expenses incurred thereafter by such claim or loss. The Indemnifying Indemnified Party will have exclusive right to control and conduct in connection with the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expenseclaim. If the Indemnifying Party does not accept assume full control over the defense of any indemnified a claim or loss subject to such defense as provided abovein this Section, the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party will shall have the right to employ counsel for defend the claim in such defense manner as it may deem appropriate, at the cost and expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defense.

Indemnification Procedures. Whenever a claim for Any Party seeking indemnification arises under this SectionArticle V for a third party claim (the “Indemnified Party”) must notify the Party from whom such indemnity is sought (the “Indemnifying Party”) in writing of any claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the failure to so notify will not adversely impact the Indemnified Party, will promptly notify the Indemnifying Party ’s right to indemnification hereunder except and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except solely to the extent that such failure prejudices to notify actually prejudices, or prevents the Indemnifying Party’s ability to defend such claim claim, demand, action or lossproceeding. The Indemnifying Party will have the right at its expense to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of assume the defense of such claim or loss and the identity of thereof using counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject reasonably acceptable to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right (i) to refuse a compromise or settlement andparticipate, at such refusing Party’s costits own expense, with respect to take over such defense; provided any claim, demand, action or proceeding that in such event 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 not cooperate with each other and provide each other with access to 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 responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted paid by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in (and such defense if the claim or loss requests equitable relief or other relief that could affect the rights settlement contains a complete release of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If its Subsidiaries and their respective directors, officers and employees) and the Indemnifying Party does not 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 of any indemnified claim such claim, demand, action or loss as provided aboveproceeding, (B) the 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 amount thereafter recovered by the third party from the Indemnified Party is less than the amount of the proposed settlement, the Indemnified Party will have be reimbursed by the right to employ counsel Indemnifying Party for such defense at attorneys’ fees and legal costs and expenses up to a maximum amount equal to the expense difference between the amount recovered by the third party and the amount of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defenseproposed settlement.

Indemnification Procedures. Whenever a claim for Any party seeking indemnification arises under this SectionArticle VI for a third party claim (the “Indemnified Party”) must notify the party from whom such indemnity is sought (the “Indemnifying Party”) in writing of any claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the failure to so notify will not adversely impact the Indemnified Party, will promptly notify the Indemnifying Party and request the Indemnifying Party ’s right to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, indemnification hereunder except to the extent that such failure prejudices to notify actually prejudices, or prevents the Indemnifying Party’s ability to defend such claim claim, demand, action or lossproceeding. The Indemnifying Party will have the right at its expense to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of assume the defense of such claim or loss and the identity of thereof using counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject reasonably acceptable to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right (i) to refuse a compromise or settlement andparticipate, at such refusing Party’s costits own expense, with respect to take over such defense; provided any claim, demand, action or proceeding that in such event 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 not cooperate with each other and provide each other with access to 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 responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted paid by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in (and such defense if the claim or loss requests equitable relief or other relief that could affect the rights settlement contains a complete release of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If its Subsidiaries and their respective directors, officers and employees) and the Indemnifying Party does not 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 of any indemnified claim such claim, demand, action or loss as provided aboveproceeding, (ii) the 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 amount thereafter recovered by the third party from the Indemnified Party is less than the amount of the proposed settlement, the Indemnified Party will have be reimbursed by the right to employ counsel Indemnifying Party for such defense at attorneys’ fees and legal costs and expenses up to a maximum amount equal to the expense difference between the amount recovered by the third party and the amount of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defenseproposed settlement.

Indemnification Procedures. Whenever a (a) In the event that any claim or demand for indemnification arises which the Indemnifying Party would be liable to an Indemnified Party under this SectionArticle 8 is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall give notice of such claim or demand promptly to the Indemnifying Party, will promptly notify which notice(s) shall specify the nature of such claim 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 claims, demands, notices, correspondence or other documents evidencing or supporting such claim. (b) Upon receipt of a Claim Notice, the Indemnifying Party shall be entitled, at its expense, to participate in, but not to control, determine or conduct, the defense of such claim; provided that the Indemnified Party shall not be required to share any information that it is prohibited from disclosing under applicable Law or contract or that would reasonably be expected to result in the loss of attorney-client or other privilege. The Indemnified Party shall have the right in its sole discretion to conduct the defense of, and request to settle or to consent to the entry of judgment with respect to, any such claim; provided that, except with the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), no settlement or consent to defend the claim. Failure entry of judgment of any such claim shall be determinative of the amount of Losses relating to so notify such matter or any indemnification obligation of the Indemnifying Party will under this Article 8. In the event that the Indemnifying Party has consented to any such settlement, entry of judgment, adjustment or compromise, the amount of such settlement, entry of judgment, adjustment or compromise so approved shall be conclusively deemed to be a liability of the Indemnifying Party hereunder (if it is determined that the Indemnifying Party has liability for such claim or demand). (c) 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 promptly send a Claim Notice with respect to such claim to the Indemnifying Party. (d) The failure of the Indemnified Party to give the Indemnifying Party a Claim Notice in accordance with the requirements of this Article 8 shall not relieve the Indemnifying Party of from any liability that the Indemnifying Party might havein respect of such claim, demand or action under this Article 8, except to the extent that such failure prejudices the Indemnifying Party’s ability of any prejudice or damages to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice as a result thereof. (e) For purposes of clarity but not by way of limitation, the provisions of this Section 8.4 shall not apply to the Indemnified Party of acceptance any procedure for any proceeding seeking payment of the defense of such claim or loss and Purchase Price, including the identity of counsel selected by Seller’s power to confess judgment against the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject T-Mobile Parties pursuant to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defenseSection 2.1(b)(iii)(C).

Indemnification Procedures. Whenever (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 arises under this SectionArticle II, it will provide notice thereof in writing to the Indemnified Indemnifying Party, will promptly notify specifying the Indemnifying Party nature of and request specific basis for such claim; provided that the Indemnifying failure of any Indemnified Party to defend the claim. Failure to so notify the Indemnifying Party will give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by 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 have the 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 the settling of any such claim or any matter or any issues relating thereto; provided, however, that 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 entered into without the prior written consent of the Indemnified Party, which consent shall not be unreasonably delayed or withheld; and, provided, further, that an Indemnified Party shall have the right to employ separate counsel in any such claim and to participate in the defense 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 might haveconsiders relevant to such defense and counterclaims, except the making available to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights employees of the Indemnified Party and also will be entitled the granting to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does of reasonable access rights to the properties and facilities of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party 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 as set forth in the immediately preceding sentence shall not accept be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any indemnified claim or loss as provided aboveclaims 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 will may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. 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, but the Indemnifying Party shall have the right to employ counsel for retain sole control over such defense at and counterclaims so long as the Indemnified Party is still seeking indemnification hereunder. (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 Indemnifying indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party. Each Party agrees to cooperate , and to cause its employees and agents to cooperate with the other Party in the defense such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party as a result of such claim or loss, and (ii) all amounts recovered by the relevant records of each Indemnified Party will be available to the other Party with respect to any such defenseunder contractual indemnities from third Persons.

Indemnification Procedures. Whenever 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 the Party to whom the Indemnitee is entitled to look for indemnification arises under pursuant to this Section, Article 11 (the Indemnified “Indemnifying Party, will promptly notify ”) of the Indemnifying Party and request the Indemnifying Party to defend the claimcommencement thereof. Failure The failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party it of any liability that the Indemnifying Party might haveit may have to any Indemnitee hereunder, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will demonstrates that it is prejudiced thereby. In case any Action that is subject to indemnification under Section 11.2 or Section 11.3 shall be brought against an Indemnitee and it shall give written notice to the Indemnified Indemnifying Party of acceptance of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, if it so desires, to assume the defense of thereof with counsel reasonably satisfactory to such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written Indemnitee and, after notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of from the Indemnifying Party to seek reimbursement for the costs Indemnitee of such its election to assume the defense in thereof, the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will shall not be liable to such Indemnitee under this Article 11 for any settlement fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnitee in connection with the Indemnified Party unless such defense thereof. Notwithstanding an Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, election to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept assume the defense of any indemnified claim such Action that is subject to indemnification under Section 11.2 or loss as provided aboveSection 11.3, the Indemnified Party will Indemnitee shall have the right to employ separate counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party participate in the defense of such Action at its own expense. If an Indemnifying Party assumes the defense of such Action, no compromise or 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 such claim violation of law or loss, any violation of the rights of any Third Party and no effect on any other claims that may be made against the relevant records of each Party will be available to Indemnitee and (b) the other Party with respect to any such defensesole relief provided is monetary damages that are paid in full by the Indemnifying Party.

Indemnification Procedures. Whenever Promptly after receipt of notice of the commencement of any action by a claim for indemnification arises party seeking to be indemnified under this SectionSection 17 (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the “Indemnifying Party”), will promptly notify the Indemnifying Party and request in writing of the Indemnifying Party commencement thereof; provided, however, that the omission to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of from any liability that which it may have to any Indemnified Party otherwise than under the Indemnifying Party might haveprovisions of this Agreement, except and will relieve it from liability under this Agreement only to the extent that such failure prejudices omission results in the forfeiture by the Indemnifying Party 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 Indemnified Party under this Agreement for any legal expense of the other counsel subsequently incurred without the Indemnifying Party’s ability to defend such claim or lossconsent. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense cooperate in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim defense or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Partyso assumed. The Indemnifying Party will not be liable under this Agreement for any the settlement by the Indemnified Party for any claim or demand unless such the Indemnifying Party has previously approved such the settlement in advance writing or it has been notified of such claim or demand and agrees has failed to be bound by provide a defense in accordance with the agreement incorporating such settlement. At provisions hereof In the event that any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event proceeding involving the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify commenced by the relevant Indemnified Party againstin connection with the Agreement, any cost or liability the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in excess favor of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled liable to participate with the Indemnifying Party for any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in such defense if this Section 17 will survive the claim or loss requests equitable relief or other relief that could affect the rights termination of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensethis Agreement.

Indemnification Procedures. Whenever Promptly after receipt by a party entitled to indemnification pursuant to this Section 5 (each, an "INDEMNIFIED PARTY") of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such Indemnified Party will, if a claim for is to be made against the party obligated to provide indemnification arises under pursuant to this Sectionsection (each, the Indemnified Partyan "INDEMNIFYING PARTY"), will promptly notify the Indemnifying Party and request of the Indemnifying Party commencement thereof; but the omission to defend the claim. Failure to so notify the Indemnifying Party provide such notice will not relieve the Indemnifying Party of from any liability that the Indemnifying Party might havehereunder, except to the extent that the delay in giving, or failing to give, such failure prejudices notice has a material adverse effect upon the ability of the Indemnifying Party’s ability Party to defend against the claim. In case such claim or loss. The action is brought against an Indemnified Party, the Indemnifying Party will have the right to defend against such claim participate in which event and, at the Indemnifying Party's option, to assume the defense thereof, singly or jointly with any other Indemnifying Party similarly notified, with counsel reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and the Indemnifying Party will give written notice to and the Indemnified Party of acceptance of the defense of such claim reasonably concludes that there may be legal defenses available to any Indemnified Parties that are different from or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of additional to those available to the Indemnifying Party, subject to any right or if there is a conflict of interest which would prevent counsel for the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with from also representing the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ select counsel for to participate in the defense of such defense action on behalf of such Indemnified Party at the expense of the Indemnifying Party; provided further, however, that the Indemnifying Party will 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. Each After notice from an Indemnifying Party agrees to cooperate and any Indemnified Party of such Indemnifying Party's election to cause its employees and agents to cooperate with the other Party in assume the defense of any such claim or lossthe action, and the relevant records of each Indemnifying Party will not be available 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 has employed counsel in accordance with the proviso of the preceding sentence or (ii) the Indemnifying Party has not employed counsel reasonably satisfactory to the other Indemnified Party with respect to any such defenserepresent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party.

Indemnification Procedures. Whenever If any third party claim is commenced against a claim for Party entitled to indemnification arises under this SectionSection 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 promptly as practicable. After such notice, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that this Agreement applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the 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 the defense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate, at the cost of the Indemnifying Party, will promptly notify in all reasonable respects with the Indemnifying Party and request 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 its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party to defend shall be entered into without the claimconsent of the Indemnified Party. Failure to so notify After notice by the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance its election to assume full control of the defense of any such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or lossclaim, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party shall not be liable to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for any legal expenses incurred thereafter by such claim or loss. The Indemnifying Indemnified Party will have exclusive right to control and conduct in connection with the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expenseclaim. If the Indemnifying Party does not accept assume full control over the defense of any indemnified a claim or loss subject to such defense as provided abovein this Section, the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party will shall have the right to employ counsel for defend the claim in such defense manner as it may deem appropriate, at the cost and expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defense.

Indemnification Procedures. Whenever Promptly after receipt by a party entitled to indemnification pursuant to this Section 7 (each, an “Indemnified Party”) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such Indemnified Party will, if a claim for is to be made against the party obligated to provide indemnification arises under pursuant to this SectionSection 7 (each, the Indemnified an “Indemnifying Party”), will promptly notify the Indemnifying Party and request of the Indemnifying Party commencement thereof; but the omission to defend the claim. Failure to so notify the Indemnifying Party provide such notice will not relieve the Indemnifying Party of from any liability that the Indemnifying Party might havehereunder, except to the extent that the delay in giving, or failing to give, such failure prejudices notice has a material adverse effect upon the ability of the Indemnifying Party to defend against the claim. In case such action is brought against an Indemnified Party, the Indemnifying Party shall have the right to participate in and, at the Indemnifying Party’s ability option, to defend such claim assume the defense thereof, singly or loss. The jointly with any other Indemnifying Party will similarly notified, with counsel satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to any Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to defend against such claim select counsel to participate in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense action on behalf of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of ; provided that the Indemnifying Party to seek reimbursement shall be responsible for the costs expense of only one such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify special counsel selected jointly by the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defendParties, subject to consultation with the if there is more than one Indemnified Party. The 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 settlement 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 unless such 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 Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party has approved such settlement in advance and agrees to be bound by authorized the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess employment of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of counsel for the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defense.

Indemnification Procedures. Whenever If any civil, criminal, administrative or investigative action or proceeding (each, a claim for "Claim") is commenced against a Party entitled to indemnification arises under this SectionSection 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 promptly as practicable. After such notice, if the Indemnifying Party shall acknowledge in writing to such Indemnified Party that the Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice delivered to the 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 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 Indemnifying Party, will promptly notify 's sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and request 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 its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising therefrom. No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party to defend shall be entered into without the claimwritten consent of the Indemnified Party. Failure to so notify After notice by the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance its election to assume full control of the defense of any such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or lossClaim, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party shall not be liable to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for any legal expenses incurred thereafter by such claim or loss. The Indemnifying Indemnified Party will have exclusive right to control and conduct in connection with the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expenseClaim. If the Indemnifying Party does not accept assume full control over the defense of any indemnified claim or loss a Claim subject to such defense as provided abovein this Section 9.5, the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party will shall have the right to employ counsel for defend the Claim in such defense manner as it may deem appropriate, at the cost and expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defense.

Indemnification Procedures. Whenever The obligations to indemnify and defend set forth in Sections 11.4 and 11.5 shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party of a claim for indemnification arises under this Sectionclaim, the Indemnified Partydemand or suit within fifteen (15) Business Days of receipt of same (provided, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will however, that an Indemnitee’s failure or delay in providing such notice shall not relieve the Indemnifying indemnifying Party of any liability that the Indemnifying Party might have, its indemnification obligation except to the extent that 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 failure prejudices Claim, (c) using diligent efforts to cooperate with the Indemnifying indemnifying Party and/or its insurers in the defense of such Claim at the indemnifying Party’s ability expense, and (d) agreeing not to defend such claim settle or losscompromise any Claim without prior written authorization of the indemnifying Party. The Indemnifying Party will Indemnitee shall have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or lossClaim referred to in this Section 11.6 utilizing attorneys of its choice, at its own expense; provided, however, that the indemnifying Party shall have full authority and the relevant records of each Party will be available control to the other Party with respect to handle any such defenseClaim. The indemnifying Party shall have the right to settle or compromise any action or otherwise seek to terminate any pending or threatened action for which indemnity may be sought hereunder (whether or not any indemnified Party is a party thereto); provided, that such settlement, compromise or termination includes an unconditional release of and no admission of liability by each indemnified Party from all liability in respect of such Claim. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Indemnification Procedures. Whenever 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 arises under this SectionSection 9.1, the Indemnified Party, Investor Party will promptly notify the Company (such party, the “Indemnifying Party and request Party”) in writing of the Indemnifying Party claim or commencement of the action, suit or proceeding; provided, however, that failure to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any such party from liability that the Indemnifying Party might haveunder Section 9.1, except to the extent that such it has been materially prejudiced by the failure prejudices the Indemnifying Party’s ability to defend such claim or lossgive notice. The Indemnifying Party may (but will have not be required to) assume the right defense against the claim, action, suit or proceeding with counsel satisfactory to defend against such claim in which event it. After the Indemnifying Party notifies the Investor Party that the Indemnifying Party wishes to assume the defense of a claim, action, suit or proceeding, the Indemnifying Party will give written notice 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 except that if, in the opinion of counsel to the Indemnified Investor Party, it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Indemnifying Party and such Investor Party. In such event, the Indemnifying Party will pay the reasonable fees and expenses of acceptance of no more than one separate counsel for all such Investor Parties promptly as such fees and expenses 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 Indemnifying Party in the defense of such any action or claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it which indemnification is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Partysought. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to of any action effected without its prior written consent, which consent shall not be bound by the agreement incorporating such settlementunreasonably withheld, delayed or conditioned. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the The Indemnifying Party will not be responsible fornot, nor will it be obligated to indemnify without the relevant Indemnified Party againstprior written consent of the Investor Party, effect any cost settlement of a pending or liability in excess of such refused compromise or settlement. With threatened action with respect to any defense accepted by the Indemnifying Partywhich an Investor Party is, the relevant Indemnified Party will or is informed that it may be, made a party and for which it would be entitled to participate with indemnification, unless the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights settlement includes an unconditional release of the Indemnified Investor Party from all liability and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If claims which are the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense subject matter of the Indemnifying Partypending or threatened action. Each Party agrees to cooperate The remedies provided for in this Article IX are not exclusive and to cause its employees and agents to cooperate with the other Party in the defense of shall not limit any such claim rights or loss, and the relevant records of each Party will remedies which may otherwise be available to the other any Investor Party with respect to any such defenseat law or in equity.

Indemnification Procedures. Whenever a claim for Each party entitled to indemnification arises under this Section, Section 1.6 (the “Indemnified Party”) will give notice 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 will promptly notify the Indemnifying Party and request permit the Indemnifying Party to defend assume the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party defense of any liability litigation resulting therefrom, provided that the Indemnifying Party might have, except to the extent that such failure prejudices counsel for the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party , who will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of conduct the defense of such claim or loss and the identity of counsel selected litigation, will be approved by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party (whose approval will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of not unreasonably be withheld). After notice from the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right of its election so to control and conduct assume the defense and settlement of any claims or losses for which it has given notice of acceptance of thereof, the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable to such Indemnified Party under this Section 1.6 for any settlement legal or other expenses subsequently incurred by the such Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate connection with the Indemnifying Party in such defense if thereof, subject to the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expensefollowing sentence. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the The Indemnified Party will have the right to employ its counsel for in any such defense action, but the fees and expenses of such counsel will be at the expense of such Indemnified Party unless: (i) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party; (ii) the Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and the Indemnifying Party by TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential conflicts of interest between them in the conduct of the defense of such action (in which case the Indemnifying Party 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, within a reasonable time, and in any of the cases set forth in (i), (ii) or (iii) above, such fees and expenses shall be paid by the Indemnifying Party. Each The failure to notify an Indemnifying Party agrees within a reasonable time of the commencement of any such action, only if prejudicial to cooperate 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 action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, for the reasonable fees and expenses of more than one separate firm of attorneys for such Indemnified Party or controlling person, which firm will be designated in writing by the Indemnified Party to cause its employees and agents to cooperate with the other Party Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, will, except with the consent of an Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim 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 will not have the right to continue the defense of such action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the reasonable fees and expenses of any counsel retained by the Indemnified Party. The indemnity agreements contained in this Section 1.6 will not apply to amounts paid in settlement of any loss, and claim, damage, liability, or action if such settlement is effected without the relevant records consent of each the Indemnifying Party (which consent will not be available to the other Party with respect unreasonably withheld) as to any action the defense of which has been assumed by such defenseIndemnifying Party.

Indemnification Procedures. Whenever a (a) In the event that any claim or demand for indemnification arises which the Indemnifying Party would be liable to an Indemnified Party under this SectionARTICLE 8 is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall give notice of such claim or demand promptly to the Indemnifying Party, which notice(s) shall specify the nature of such claim 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 claims, demands, notices, correspondence or other documents evidencing or supporting such claim. The Indemnifying Party shall have 20 Business Days from the receipt of the Claim Notice in accordance with Section 9.5 (the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such 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 or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the Indemnifying Party to a 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 form and substance reasonably satisfactory to the Indemnified Party, will promptly notify from all liability in respect of such claim or litigation, or (ii) includes terms and conditions that, in the reasonable judgment of the Indemnified Party, impose any burden, restraint, cost, liability, duty or other obligation on the Indemnified Party. The Indemnified Party shall make available to the Indemnifying Party and request 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 to defend in its defense of the claim. Failure If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so notify at its sole cost and expense. In no event shall the Indemnifying Party will be liable for the expenses of more than one separate law firm (excluding local counsel) for all Indemnified Parties with respect to any claim or demand or series of related claims or demands hereunder. (c) Any claim or demand for which an Indemnified Party seeks indemnification under this ARTICLE 8 may be settled by the Indemnified Party only with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). The amount of any settlement so approved shall be conclusively deemed to be a liability of the Indemnifying Party hereunder if it is determined that the Indemnifying Party has liability for such claim or 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 promptly send a Claim Notice with respect to such claim to the Indemnifying Party. (e) The failure of the Indemnified Party to give the Indemnifying Party a Claim Notice in accordance with the requirements of this ARTICLE 8 shall not relieve the Indemnifying Party of from any liability that the Indemnifying Party might havein respect of such claim, demand or action under this ARTICLE 8, except to the extent that such failure prejudices the Indemnifying Party’s ability of any prejudice or damages to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defenseresult thereof.

Indemnification Procedures. Whenever Promptly after receipt by a claim for party entitled to indemnification arises under this SectionSection 7 (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 under this Section 7 (each, an “Indemnifying Party”), will promptly notify the Indemnifying Party and request of the Indemnifying Party commencement of the action. The failure to defend the claim. Failure to so notify the Indemnifying Party provide such notice will not relieve the Indemnifying Party of from any liability that the Indemnifying Party might haveunder this Agreement, except to the extent that such failure prejudices the Indemnifying Party’s delay in giving, or failing to give, notice has a material adverse effect upon the ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for defend against the costs of such defense in claim. In case an action is brought against an Indemnified Party, the event that it is determined that Indemnifying Party had no obligation has the right to indemnify participate in and, at the Indemnifying Party’s option, to assume the defense of the action, singly or jointly with any other Indemnifying Party similarly notified, with counsel satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party for such claim or loss. The and the Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to reasonably concludes that there may be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect legal defenses available to any defense accepted by Indemnified Parties that are different from or additional to those available to the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with or if there is a conflict of interest which would prevent counsel for the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of from also representing the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ select counsel for such to participate in the defense of the action on behalf of the Indemnified Party at the expense of the Indemnifying Party; provided that if there is more than one Indemnified Party, the Indemnifying Party will be responsible for the expense of only one special counsel selected jointly by the Indemnified Parties. Each After notice from an Indemnifying Party agrees to cooperate and any Indemnified Party of the Indemnifying Party’s election to cause its employees and agents to cooperate with the other Party in assume the defense of any such claim or lossthe action, and the relevant records of each Indemnifying Party will not be available liable to the Indemnified Party under this Section 7 for any legal or other expense subsequently incurred by the Indemnified Party in connection with respect the defense of the action other than reasonable costs of investigation, unless (i) the Indemnified Party employed separate counsel in accordance with the proviso of the preceding sentence, or (ii) the Indemnifying Party does not employ counsel satisfactory to any such defensethe Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party.

Indemnification Procedures. Whenever (a) In the case of claims or demands made by a claim for third party with respect to which indemnification arises under this Sectionis sought, the Indemnified PartyParty seeking indemnification shall give prompt written notice, will promptly notify and in any event within 10 days, to the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying other Party of any liability such claims or demands made upon it, provided that in the Indemnifying event of a failure to give such notice, such failure shall not preclude the Party might have, except seeking indemnification to obtain such indemnification but its right to indemnification may be reduced to the extent that such failure prejudices delay prejudiced the Indemnifying Party’s ability to defend defence of the claim or demand or increased the amount of liability or cost of defence and provided that, notwithstanding anything else herein contained, no claim for indemnity in respect of the breach of any representation or warranty or covenant contained herein may be made unless notice of such claim or loss. has been given. (b) The Indemnifying Party will shall have the right to defend against such claim in which event the Indemnifying Party will give written right, by notice to the Indemnified Party of acceptance given not later than 30 days after receipt of the defense notice described in subsection (a) to assume the control of such the defence, compromise or settlement of the claim or loss demand, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and provided the identity Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in accordance with the terms contained in this Section in respect of counsel selected that claim or demand. (c) Upon the assumption of control of any claim or demand by the Indemnifying Party. Until such time Party as set out in subsection (b), the Indemnifying Party provides such written notice of acceptance shall diligently proceed with the defence, compromise or settlement of the defense of such claim or lossdemand at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party will defend such claim or lossshall co-operate fully, but at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any out-of-pocket expenses incurred, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such defenseassignments and take such other steps as in the opinion of counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. The Indemnified Party shall also have the right to participate in the 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 parties as to the validity or invalidity, as the case may be, of such claim or 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 be entitled to make such settlement of the claim or demand as in its sole discretion may appear advisable, and such settlement or any other final determination of the claim or demand shall be binding upon the Indemnifying Party.

Indemnification Procedures. Whenever a claim for (a) A Party seeking indemnification arises under this SectionArticle V for a third-party claim (the “Indemnified Party”) must notify the Party from whom such indemnity is sought (the “Indemnifying Party”) in writing of any claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the failure to so notify will not impact the Indemnified Party, will promptly notify the Indemnifying Party and request the Indemnifying Party ’s right to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, indemnification hereunder except to the extent that such failure prejudices to notify actually and materially prejudices, or prevents the Indemnifying Party’s ability to defend such claim claim, demand, action or lossproceeding. The Indemnifying Party will have At the right to defend against such claim in which event Indemnified Party’s request, the Indemnifying Party will give written notice shall assume the defense thereof using counsel reasonably acceptable to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, provided that the Indemnified Party will defend such claim or lossmay, at the cost and expense of the Indemnifying Party, subject 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 other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary, appropriate or desirable to protect its interests. The Indemnifying Party shall not settle any claim, demand, action or proceeding without the prior written consent of the Indemnified Party, in its sole discretion. The Indemnified Party shall have the right but not the obligation (i) to participate, at its own expense, with respect to any right claim, demand, action or proceeding that is being 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 to seek reimbursement for if the costs of such defense in the event that it is determined that Indemnifying Party had no 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 relevant books and records in their possession. (b) Upon discovery of a claim for which an Indemnifying Party has an indemnification obligation to indemnify under Section 5.1 or Section 5.2 which does not involve a claim by a third party against the Indemnified Party, the Indemnified Party for shall give prompt notice to the Indemnifying Party of such claim or loss. The and, in any case, shall give the Indemnifying Party will have exclusive right to control and conduct the defense and settlement such notice within thirty (30) days of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Partysuch discovery. The Indemnifying Party will not be liable for any settlement A failure by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by timely give the agreement incorporating such settlement. At any time, an Indemnified Party will have the right foregoing notice to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will shall not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with excuse the Indemnifying Party in such defense if from any indemnification liability except to the claim or loss requests equitable relief or other relief extent that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for is materially and adversely prejudiced by such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensefailure.

Indemnification Procedures. Whenever a claim The Indemnified Party seeking indemnification hereunder shall give reasonably prompt written notice to the Company describing in reasonable detail the nature of the Claim and the basis for the Indemnified Party’s request for indemnification arises under this Sectionhereunder; provided, however, that failure to give such notice shall not relieve the Company of its obligation to provide indemnification hereunder, except if and to the extent that the Company is actually and materially prejudiced thereby. Once the Company confirms in writing to the Indemnified Party that it is prepared to assume its indemnification obligations hereunder without reservation of any kind, the Company shall have the right to control the defense of the Claim, at its own cost and expense with counsel (identity and terms of engagement) reasonably approved by the Indemnified Party; provided, however, that the Indemnified Party shall have the right to be represented by its own counsel at its own cost in such matters. Notwithstanding the foregoing, unless the settlement is for monetary amounts only and provides for a full release of the Indemnified Party from all known and unknown claims, the Company shall not settle or dispose of any such matter in any manner without the prior written consent of the Indemnified Party, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to consent the Indemnified Party shall not unreasonably withhold, delay or condition. If the Company has not assumed its indemnification obligations hereunder within fifteen (15) days of acceptance the Indemnified Party’s delivery of its notice seeking indemnification hereunder (or withdraws from the defense of such claim or loss Claim), then the Indemnified Party may defend against such matter and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of control the defense of such claim or lossClaim at the sole cost and expense of the Company; provided, however, that the Indemnified Party will defend shall not settle or dispose of any such claim matter in any manner which would require the Company to make any admission, or loss, at the expense to take any action (except for ceasing use or distribution of the Indemnifying Party, items subject to any right the claim and/or paying monetary damages) without the prior written consent of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for Company, which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any timeunreasonably withheld, an Indemnified Party will have the right to refuse a compromise delayed or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Partyconditioned. Each Party agrees to cooperate and to cause its employees and agents to party shall reasonably cooperate with the other Party party and its counsel in the course of the defense of any such claim Claim, such cooperation to include using reasonable efforts to provide or lossmake available documents, information and witnesses, and the relevant records of each Party will be available to the other Party mitigate damages in connection with respect to any such defenseClaim.

Indemnification Procedures. Whenever a (i) Within ten (10) days after receipt by an Indemnified Party of any claim for indemnification arises under this Sectionor the commencement of any action, the Indemnified PartyParty shall, will promptly notify if a claim in respect thereof is to be made against the Indemnifying Party and request under this Agreement, deliver a claim notice to the Indemnifying Party to defend Party; provided, however, that the claim. Failure omission to so notify the Indemnifying Party will shall not relieve the Indemnifying Party of from any liability that the Indemnifying Party might havemay have to the Indemnified Party unless such delay has materially prejudiced the Indemnifying Party. In the event that such claim is made or action brought against the Indemnified Party and the Indemnified Party notifies the Indemnifying Party of the commencement thereof, except the Indemnifying Party shall be entitled to participate therein and, to the extent that such failure prejudices the Indemnifying Party’s ability it shall wish, to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of assume the defense of such claim or loss and the identity of thereof with counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject reasonably satisfactory to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will shall give prompt notice to the Indemnified Party of whether it intends to participate and/or assume the Indemnified Party’s defense. (ii) The Indemnified Party may also employ separate counsel in any action or claim and to participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing; (ii) the named parties to such action (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them; or (iii) the Indemnifying Party has failed to 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 Party in accordance with the preceding sentence, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the 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 payment in full of any claim hereunder, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any person with respect to the subject matter of such claim. In the event of a dispute, the parties shall proceed in good faith to negotiate a resolution of such dispute. (iv) The Indemnifying Party shall not be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party 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 Indemnified Party, effect any settlement of 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 Indemnifying Party has approved settlement includes an unconditional release of such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have from all liability on any claims that are the right to refuse a compromise or settlement and, at subject matter of such refusing Party’s cost, to take over such defense; provided action. (v) In the event that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of reimburses the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other 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 defensereimbursement from such other person to the Indemnifying Party within fifteen (15) business days of receipt thereof.

Indemnification Procedures. Whenever (a) With respect to all Actions as 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 the place of such Indemnitee and to have such Indemnitee removed as a claim 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 indemnification arises payment to a third party with respect to any 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, such Indemnitee shall promptly forward such demand to such Indemnifying Party with a request that such Indemnifying Party make such payment directly as provided 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 SectionAgreement and applicable law. Such Indemnifying Party shall pay directly any amounts payable hereunder with respect thereto, the Indemnified Partyprovided, 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 promptly notify reimburse such Indemnitee for such amount. (c) Any party seeking indemnification under this Section shall give prompt written notice to the Indemnifying Party and request of the Indemnifying Party commencement of any Action for which indemnification may be sought; provided, however, that the failure of any party to defend the claim. Failure to so notify the Indemnifying Party will give notice as provided in this paragraph (c) shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might haveits obligations hereunder, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure prejudices the Indemnifying Party’s ability to defend such claim or lossgive notice. The Indemnifying Party will have the right shall be entitled to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of assume the defense of any such claim or loss and the identity of counsel selected by the Indemnifying Party. Until Action; provided, however, that any such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will Indemnitee shall be entitled to participate in any such Action with the Indemnifying Party in counsel of its own choice but at its own expense, and provided, further, however, that such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will Indemnitee shall have the right to employ separate counsel for 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 at upon notice to the expense 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 manner by an Indemnifying Party without the consent of the Indemnitee, provided, however, that no such Action shall be compromised or settled in any manner which might adversely affect the interests of the Indemnitee without the prior written consent of such Indemnitee (which shall not be unreasonably withheld). Notwithstanding anything in this paragraph (c) to the contrary and without limiting the generality of the foregoing, the Indemnifying Party shall not, without the prior written consent of the Indemnitee, (i) settle or compromise any Action or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the 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 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 Indemnifying Party within a reasonable period of time in accordance with the terms of this Agreement shall be settled by the Indemnitee without the prior written consent of the Indemnifying Party. Each . (d) The amount which an Indemnifying Party agrees is required to cooperate and pay to cause its employees and agents any Indemnitee pursuant to cooperate with Section 2.02 shall be net of the other Party in the defense Net Proceeds of any such claim or loss, and the relevant records of each Party will be available insurance policy paid to the other Party 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 the Indemnifying Party hereunder. For purposes of this Section 2.03, “Net Proceeds” shall mean the 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 collection) or the present value of any future cost which is quantifiable with reasonable certainty, that relates to or arises from the making of such defenseinsurance claim.

Indemnification Procedures. Whenever If any Claim is commenced against a claim for Party entitled to indemnification arises 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 promptly as practicable but in 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 SectionAgreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice delivered to the 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 the defence and investigation of such Claim and to employ and engage attorneys acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party, will promptly notify ’s expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and request its attorneys in the investigation, trial and defence of such Claim and any appeal arising there-from; provided, however, that 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 have no power to settle such Claim without the prior consent of the Indemnifying Party. No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party to defend shall be entered into without the claimconsent of the Indemnified Party. Failure to so notify If the Indemnifying Party will does not relieve assume full control over the defence of a Claim, Clause whilst the Indemnifying Party of any liability that may participate in such defence, at its expense, the Indemnifying Indemnified Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will shall have the right to defend against the Claim in such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time manner as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or lossit may deem appropriate, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defense.

Indemnification Procedures. Whenever 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 for indemnification arises under in respect thereof is to be made against any indemnifying party pursuant to this SectionSection 2.6 (the "Indemnifying Party"), deliver a written notice of the Indemnified Partycommencement thereof, will promptly notify and the Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Indemnified Party’s ability to defend such claim or loss. The Indemnifying Indemnified Party will shall have the right to defend against employ separate counsel in any such claim action or proceeding and to participate in which event the defense thereof, but the fees and expenses of such separate counsel shall be the expense of the Indemnified Party unless (i) the Indemnifying Party will give written notice has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to the Indemnified Party of acceptance of in any such action or proceeding or (iii) the defense of named parties to any such claim action or loss proceeding (including any impleaded parties) include both the Indemnified Party and the identity of Indemnifying Party, and the Indemnified Party shall have been advised by counsel selected by that there may be one or more legal defenses available to the Indemnified Party that are different from, or additional to, those available to the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, If the Indemnified Party will defend such claim or loss, 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, subject to any right of the Indemnifying Party shall not have the right to seek reimbursement for assume the costs defense of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim action or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement proceeding on behalf of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Notwithstanding the foregoing, the Indemnifying Party will shall not be liable for the reasonable fees and expenses of more than one counsel at any settlement by time for the Indemnified Party unless 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. No Indemnifying Party has approved such shall consent to entry of any judgment or enter into any settlement in advance and agrees to be bound by that does not include as an unconditional term thereof the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise claimant's or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights plaintiff's release of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If from all liability concerning the Indemnifying Party does not accept the defense of action or proceeding or which includes any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensenon-monetary settlement.

Indemnification Procedures. Whenever a (a) A claim for indemnification arises 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 this SectionSection 10.2 hereof (“Indemnification Claim”), the Purchaser Indemnified Parties or Seller Indemnified Parties, as applicable (hereinafter, the “Indemnified Party, ”) will promptly notify 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 and request 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 to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, Party’s obligations with respect thereto except to the extent that such failure prejudices the Indemnifying Party’s ability to defend Party can demonstrate actual loss and prejudice as a result of such claim or lossfailure. The Indemnifying Party will have the right 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 such claim 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 which event 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 give written notice to within five days (or sooner, if the nature of the Indemnification Claim so requires) notify the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by its intent to do so. If the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim elects not to defend against, negotiate, settle or lossotherwise deal with any Indemnification Claim which relates to any Losses indemnified against by it hereunder, fails to notify the Indemnified Party will defend such claim of its election as herein provided or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no contests its obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defendLosses under this Agreement, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless may defend against, negotiate, settle or otherwise deal with such Indemnifying Party has approved such settlement in advance and agrees to be bound by Indemnification Claim. If the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement anddefends any Indemnification Claim, at such refusing Party’s cost, to take over such defense; provided that in such event then the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify reimburse the relevant Indemnified Party againstfor the expenses of defending such Indemnification Claim upon submission of periodic bills. If the Indemnifying Party will assume the defense of any Indemnification Claim, any cost the Indemnified Party may participate, at his or liability its own expense, in excess the defense of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying PartyIndemnification Claim; provided, the relevant however, that such Indemnified Party will be entitled to participate with the Indemnifying Party in any such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ with separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees if (i) so requested by the Indemnifying Party to cooperate and to cause its employees and agents to cooperate with the other Party participate or (ii) in the defense reasonable opinion of any such claim counsel to the Indemnified Party a conflict or loss, potential conflict exists between the Indemnified Party and the relevant records of each Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party will not be available required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Indemnification Claim. For the other Party with respect to any such defenseavoidance of doubt, the Selling Parties costs of defense will not be paid from the Holdback Escrow Amount.

Indemnification Procedures. Whenever (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 arises under pursuant to this SectionArticle II, the Indemnified Party, it will promptly notify provide notice thereof in writing to the Indemnifying Party specifying the nature of and request specific basis for such claim; provided, however, that (i) the Indemnifying Indemnified Party shall not submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to defend the claim. Failure expiration of the applicable indemnity coverage under this Agreement) and (ii) the omission to so notify the Indemnifying Party will 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 and such failure results in the forfeiture by the Indemnifying Party of substantial rights and defenses. (b) The Indemnifying Party shall have the 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 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 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 of any claims covered by the indemnification set forth in Article II, including, without limitation, the prompt furnishing to the Indemnifying Party of any liability 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 might have, except considers relevant to such defense and the extent that such failure prejudices the Indemnifying Party’s ability making available to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to of any employees of the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss; provided, the Indemnified Party will defend such claim or losshowever, at the expense of the Indemnifying Party, subject to any right of that in connection therewith the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by use reasonable efforts to minimize the agreement incorporating such settlement. At any time, an Indemnified Party will have impact thereof on the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights operations of the Indemnified Party and also will be entitled further agrees to employ separate counsel for such defense at such maintain the confidentiality of all files, records and other information furnished by the Indemnified Party’s expenseParty pursuant to this Section 2.4. If In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party does not accept 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 indemnified claim or loss as provided aboveclaims covered by the indemnification set forth in this Article II; provided, however, that the Indemnified Party will 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 employ counsel retain sole control over such defense. (d) In determining the amount of any loss, cost, damage or expense for such defense at which the expense Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the Indemnifying indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party. Each Party agrees to cooperate , and to cause its employees and agents to cooperate with the other Party in the defense such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party as a result of such claim or lossclaim, and (ii) the relevant records amount of each Party will be available to tax benefits received by the other Indemnified Party with respect to any such defenseloss, cost, damage or expense and (iii) all amounts recovered by the Indemnified Party under contractual indemnities from third Persons.

Indemnification Procedures. Whenever Promptly after receipt by a party entitled to indemnification pursuant to this Section 5 (each, an "INDEMNIFIED PARTY") of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such Indemnified Party will, if a claim for is to be made against the party obligated to provide indemnification arises under pursuant to this Sectionsection (each, the Indemnified Partyan "INDEMNIFYING PARTY"), will promptly notify the Indemnifying Party and request of the Indemnifying Party commencement thereof; but the omission to defend the claim. Failure to so notify the Indemnifying Party provide such notice will not relieve the Indemnifying Party of from any liability that the Indemnifying Party might havehereunder, except to the extent that the delay in giving, or failing to give, such failure prejudices notice has a material adverse effect upon the ability of the indemnifying party to defend against the claim. In case such action is brought against an Indemnified Party, the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will shall have the right to defend against such claim participate in which event and, at the Indemnifying Party's option, to assume the defense thereof, singly or jointly with any other Indemnifying Party similarly notified, with counsel reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and the Indemnifying Party will give written notice to and the Indemnified Party shall have reasonably concluded based on advice of acceptance counsel that there may be legal defenses available to any Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to select counsel to participate in the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense action on behalf of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of ; provided that the Indemnifying Party to seek reimbursement shall be responsible for the costs expense of only one such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify special counsel selected jointly by the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defendParties, subject to consultation with the if there is more than one Indemnified Party. The 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 settlement 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 unless such 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 Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party has approved such settlement in advance and agrees to be bound by authorized the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess employment of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of counsel for the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defense.

Indemnification Procedures. Whenever 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 arises under this SectionSection 9.1, the Indemnified Party, Party will promptly notify the Indemnifying Party and request in writing of the Indemnifying Party claim or commencement of the action, suit or proceeding; provided, however, that failure to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any from liability that the Indemnifying Party might haveunder Section 9.1, except to the extent that such it has been materially prejudiced by the failure prejudices the Indemnifying Party’s ability to defend such claim or lossgive notice. The Indemnifying Party will have be entitled to participate in the right defense of any claim, action, suit or proceeding as to defend against such claim in which event indemnification is being sought, and if the Indemnifying Party will give written notice to acknowledges in writing the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such against whom the claim or lossaction 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. The 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 have exclusive right to control and conduct not be liable for any further legal or other expenses incurred by the Indemnified Party in connection with the defense and settlement against the claim, action, suit or proceeding except that if, in the opinion of any claims or losses for which it has given notice of acceptance of the duty counsel to defend, subject to consultation with the Indemnified Party, it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Indemnifying Party and such Indemnified Party. In such event, the Indemnifying Party will pay the reasonable fees and expenses of no more than one separate counsel for all such Indemnified Parties promptly as such fees and expenses 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 Indemnifying Party in the defense of any action or claim as to which indemnification is sought. The Indemnifying Party will not be liable for any settlement by of any 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 Indemnified Party unless such Indemnifying Party has approved such Party, effect any settlement in advance and agrees of a pending or threatened action with respect to be bound by the agreement incorporating such settlement. At any time, which an Indemnified Party will have the right to refuse is, or is informed that it may be, made a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will party and for which it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will would be entitled to participate with indemnification, unless the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights settlement includes an unconditional release of the Indemnified Party from all liability and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If claims which are the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense subject matter of the Indemnifying Partypending or threatened action. Each Party agrees to cooperate The remedies provided for in this Article X are not exclusive and to cause its employees and agents to cooperate with the other Party in the defense of shall not limit any such claim rights or loss, and the relevant records of each Party will remedies which may otherwise be available to the other any Indemnified Party with respect to any such defenseat law or in equity.

Indemnification Procedures. Whenever (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 arises pursuant to this Article II, it will provide notice thereof in writing to the Parties from whom indemnification is sought pursuant to this Article II (each, an “Indemnifying Party”) specifying the nature of and specific basis for such claim; provided, however, that no Indemnified Party shall submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to the expiration of the applicable indemnity coverage under this SectionAgreement); provided further, that failure to timely provide such notice shall not affect the right of the Indemnified Party, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have’s indemnification hereunder, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend Party is materially prejudiced by such claim delay or loss. omission. (b) The Indemnifying Party will shall have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance 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 (provided that such claim or loss counsel shall be reasonably acceptable to the Indemnified Parties), determination of whether to appeal any decision of any court and the identity settling of counsel selected by any such 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 Parties 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 Party. Until such time as Indemnifying Party provides such written notice of acceptance Parties with respect to all aspects of the defense of such claim or lossany 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 Party will defend Parties may receive, permitting the names of the Indemnified Parties to be utilized in connection with such claim defense, the making available to the Indemnifying Parties of any files, records or lossother 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 Indemnified Parties may, at the expense of the Indemnifying Partytheir option, subject to cost and expense, hire and pay for counsel in connection with any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or lossdefense. The Indemnifying Party will have exclusive right Parties agree to control and conduct the defense and settlement of keep any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement such counsel hired by the Indemnified Party unless Parties reasonably informed as to the status of any such defense, but Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will Parties shall have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take retain sole control over such defense; provided . (d) In determining the 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 in such event becomes due and payable by the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess Parties as a result of such refused compromise 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 settlement. With respect to any defense accepted amounts recoverable under such contractual indemnities; provided, however, that the costs and expenses (including, without limitation, court costs and reasonable attorneys’ fees) of the Indemnified Parties in connection with such efforts shall be promptly reimbursed by the Indemnifying PartyParties. To the extent that Indemnifying Parties have made any indemnification payment hereunder in respect of a claim for which the Indemnified Parties have asserted a related claim for insurance proceeds or under a contractual indemnity, the relevant Indemnified Party will Indemnifying Parties shall be entitled subrogated to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled Parties to employ separate counsel for receive the proceeds of such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim insurance or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensecontractual indemnity.

Indemnification Procedures. Whenever If any third party claim is commenced against a claim for Party entitled to indemnification arises under Section 25.01 or Section 25.02 (as 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 SectionAgreement applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the Indemnified Party, will promptly notify 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 the defense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, 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 request 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 its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party to defend shall be entered into without the claimconsent of the Indemnified Party. Failure to so notify After notice by the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance its election to assume full control of the defense of any such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or lossclaim, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party shall not be liable to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for any legal expenses incurred thereafter by such claim or loss. The Indemnifying Indemnified Party will have exclusive right to control and conduct in connection with the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expenseclaim. If the Indemnifying Party does not accept assume full control over the defense of any indemnified a claim or loss subject to such defense as provided abovein this Section, the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party will shall have the right to employ counsel for defend the claim in such defense manner as it may deem appropriate, at the cost and expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defense.

Indemnification Procedures. Whenever a claim for In the event either party is entitled to indemnification arises under this Section(an “Indemnitee”) from the other party (the “Indemnifying Party”) pursuant to the terms of Section 18, with respect to which such Indemnitee intends to seek indemnification thereunder, the Indemnified PartyIndemnitee 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, will promptly or to which the Indemnitee believes it is entitled to indemnification hereunder, the Indemnitee shall notify the Indemnifying Party and request the Indemnifying Party to defend the claimof such claim in writing. Failure No delay or failure to so notify the Indemnifying Party will not shall relieve the Indemnifying Party it of any liability that the Indemnifying Party might have, its obligations under this Agreement except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give has been materially harmed by 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 Indemnified 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 acceptance the defense and settlement of that claim (a “Notice of Election”). If the Indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, the Indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided, however, that (i) Indemnitee shall be entitled to participate in the defense of such claim or loss and to employ counsel at its own expense to assist in the identity handling of counsel selected by such claim, and (ii) the Indemnifying PartyParty shall 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. Until such time as After the Indemnifying Party provides such written notice has delivered a Notice of acceptance Election relating to 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 claim or lossthat claim. In addition, the Indemnified Indemnifying Party will defend 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 claim or loss, at amount was agreed to without the expense written consent of the Indemnifying Party, subject or (y) the time period within which to any right deliver a Notice of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it Election has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expenseyet expired. If the Indemnifying Party does not accept deliver a Notice of Election relating to any claim within the defense of any indemnified claim or loss as provided aboverequired notice period, the Indemnified Party will Indemnitee shall have the right to employ counsel for defend the claim in such defense manner as it may deem appropriate, at the reasonable cost and expense of the Indemnifying Party. Each The Indemnifying Party agrees to cooperate shall promptly reimburse Indemnitee for all such costs and to cause its employees expenses. Indemnitee shall cooperate, at the Indemnifying Party’s cost and agents to cooperate expense, in all reasonable respects with the other Indemnifying Party and its attorneys in the investigations, trial and defense of indemnified claims and any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defenseappeal arising therefrom.

Indemnification Procedures. Whenever a any claim shall arise for indemnification arises under this Sectionhereunder, the Indemnified Party, will Party shall promptly notify provide written notice of such claim to the Indemnifying Party and request (the “Claim Notice”); provided, that no delay in so notifying the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not shall relieve the Indemnifying Party of any liability that the Indemnifying Party might have, of its obligations under this Article VI except to the extent that such failure prejudices delay results in a loss or impairment of procedural or substantive rights with respect to the defense of the claim. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give , at its sole cost and expense and upon written notice to the Indemnified Party of acceptance of Party, shall assume the defense of any such claim or loss and the identity of Action with counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject reasonably satisfactory to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense; provided, however, that if both the Indemnifying Party will and Indemnified Party are parties to the Action, and if any conflict of interest (including, but not be liable 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 any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to shall be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted borne by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in assume the defense of any such claim Action within twenty (20) days after the Claim Notice or losssuch 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, and the relevant records 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 each Party will be available it to the other Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any such defensedamages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. Whenever a claim for (a) In the event that indemnification arises may be sought under this SectionArticle 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 9.1; provided, will promptly notify however, that no delay on the Indemnifying part of the Indemnified Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not in giving any such notice shall relieve the Indemnifying Party of any liability that indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party might haveis prejudiced by such delay, except to as long as such notice is given in no event later than the extent that such failure prejudices expiration of the Indemnifying Party’s ability to defend such claim or lossapplicable survival period set forth in Section 9.1. The Indemnifying Party will shall have the right 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 such claim in which event against, negotiate, settle or otherwise deal with any Indemnification Claim and, if the Indemnifying Party will give written notice 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 acceptance 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 claim or loss and the identity of counsel selected by the Indemnifying Party. Until Indemnification Claim; provided, however, that such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend shall be entitled to participate in any such claim or loss, defense with separate counsel at the expense of the Indemnifying Party, subject to any right of Party if (x) so requested by the Indemnifying Party to seek reimbursement for the costs of such defense participate or (y) in the event that it is determined that Indemnifying Party had no obligation reasonable opinion of counsel to indemnify the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party shall not be required to pay for more than one such claim or losscounsel for all Indemnified Parties in connection with any single Indemnification Claim. The Indemnifying Party will have exclusive right parties hereto agree to control and conduct cooperate fully with each other in connection with the defense and defense, negotiation or settlement of any claims or losses for which it has given notice such Indemnification Claim arising out of acceptance a third party claim. Notwithstanding anything in this Section 9.4 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the duty other party, settle or compromise any Indemnification Claim or permit a default or consent to defendentry of any judgment unless the claimant and such party provide to such other party an unqualified release from all liability in respect of the Indemnification Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable applicable limitations of Section 9.5, pay the amount called for any settlement by such offer, and the Indemnified Party unless declines to accept such Indemnifying Party has approved such settlement in advance and agrees to be bound by offer, the agreement incorporating such settlement. At any time, an Indemnified Party will have the right may continue to refuse a compromise or settlement andcontest such Indemnification Claim, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, free of any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted participation by the Indemnifying Party, and the relevant Indemnified Party will be entitled amount of any ultimate liability with respect to participate with such Indemnification Claim that the Indemnifying Party in such defense if has an obligation to pay hereunder shall be limited to the claim or loss requests equitable relief or other relief lesser of (i) the amount of the settlement offer that could affect the rights Indemnified Party declined to accept plus the Losses of the Indemnified Party and also will be entitled relating to employ separate counsel for such defense at 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 Indemnified Party’s expenseIndemnification Claim. If the Indemnifying Party does not accept makes any payment on any Indemnification Claim, the defense Indemnifying Party shall be subrogated, to the extent of any indemnified claim or loss as provided abovesuch payment, to all rights and remedies of the Indemnified Party will have the right to employ counsel for such defense at the expense any insurance benefits or other claims of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other 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 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 arrived at a mutually binding agreement with respect to any Indemnification Claim hereunder (any such defenseevent a “Final Determination”), then the Indemnifying Party shall pay any amount so determined to such Indemnified Party.

Indemnification Procedures. Whenever a claim for Any person obligated to provide indemnification arises under this Section, Article VIII ("Indemnifying Party" for the purpose of this Section 8.4) will not be liable under the indemnification provisions of this Article VIII with respect to any 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), will promptly but failure to notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party of from any liability that which it may have to the Indemnifying Indemnified Party might haveagainst whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that such the failure prejudices 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’s ability , the Indemnifying Party will be entitled to defend such claim or lossparticipate, at its own expense, in the defense thereof. The Indemnifying Party also will have be entitled to assume the right defense thereof, with counsel satisfactory to defend against such claim the party named in which event the action. After notice from the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of 's election to assume the defense of such claim or lossthereof, the Indemnified Party will defend such claim or lossbear the fees and expenses of any additional counsel retained by it, at the expense of the Indemnifying Party, subject to any right of and the Indemnifying Party will not be liable to seek reimbursement 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 such defense in investigation, unless: (a) the event that it is determined that Indemnifying Party had no obligation to indemnify and the Indemnified Party for will have mutually agreed to the retention of such claim counsel; or loss. The (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified PartyParty and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement by of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party unless such Indemnifying Party has approved from and against any loss or liability by reason of such settlement in advance and agrees or judgment. A successor by law of the parties to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party this Agreement will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights benefits of the Indemnified Party and also indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense survive any termination of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensethis Agreement.

Indemnification Procedures. Whenever a claim for indemnification arises under this Section, the An Indemnified Party, will Party shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the an Indemnifying Party of any liability that claim, demand, action or proceeding for which indemnification will be sought under Section 6.1 above and, if such claim, demand, action or proceeding is a third-party claim, demand, action or proceeding, the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right at its expense to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of assume the defense of such claim or loss and the identity of thereof using counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject reasonably acceptable to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will shall have the right to refuse a compromise or settlement andparticipate, at its own expense, with respect to any such refusing Party’s costthird-party claim, to take over demand, action or proceeding. In connection with any such defense; provided that in such event third-party claim, demand, action or proceeding, the Indemnifying Party will not and Indemnified Party shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third-party claim, demand, action or proceeding shall be settled without the prior written consent of the Indemnified Party. If a firm written offer is made to settle any such third party claim, demand, action or proceeding and the Indemnifying Party proposes to accept such settlement and Indemnified Party refuses to consent to such settlement, then: (a) the Indemnifying Party shall be excused from, and the Indemnified Party shall be solely responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess all further defense of such refused compromise third party claim, demand, action or settlement. With respect to any defense accepted by proceeding; and (b) the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with maximum liability of the Indemnifying Party in relating to such defense third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the claim or loss requests equitable relief or other relief that could affect the rights of amount thereafter recovered from the Indemnified Party and also will be entitled to employ separate counsel for on such defense at such Indemnified Party’s expensethird party claim, demand, action or proceeding is greater than the amount of the proposed settlement. If the Whether or not an Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in assumed the defense of any such claim third-party claim, action, demand or lossproceeding, no Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any such claim, demand, action or proceeding without the Indemnifying 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 under this Agreement shall in no event exceed the Purchase Price, and the relevant records of each Party will B▇▇▇▇’s sole remedy would be available to receive back Shares equal to the other Party with respect to any such defensevalue of Seller’s indemnification obligation.

Indemnification Procedures. Whenever Promptly after receipt of notice of the -------------------------- commencement of any action by a claim for indemnification arises party seeking to be indemnified under this SectionSection 17 (the "Indemnified Party"), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 17 (the "Indemnifying Party"), will promptly notify the Indemnifying Party and request in writing of the Indemnifying Party commencement thereof; provided, however, that the omission to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of from any liability that which it may have to any Indemnified Party otherwise than under the Indemnifying Party might haveprovisions of this Agreement, except and will relieve it from liability under this Agreement only to the extent that such failure prejudices omission results in the forfeiture by the Indemnifying Party’s ability Party of rights or defenses with respect to defend such claim action. In any action or loss. The Indemnifying proceeding, following provision of proper notice by the Indemnified Party will have of the right to defend against existence of such claim in which event action, the Indemnifying Party will give written notice be entitled to participate in any such action and, to the Indemnified extent that it will wish, participate jointly with any other Indemnifying Party of acceptance of similarly notified, to assume the defense thereof, with counsel of such claim or loss its choice (unless any conflict of interest requires the appointment of separate counsel), and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written after notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of from the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The of its election to assume the defense of the action, the Indemnifying Party will have exclusive right not be liable to control and conduct such 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 and or settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Partyso assumed. The Indemnifying Party will not be liable under this Agreement for any the settlement by the Indemnified Party for any claim or demand unless such the Indemnifying Party has previously approved such the settlement in advance writing or it has been notified of such claim or demand and agrees has failed to be bound by provide a defense in accordance with the agreement incorporating such settlementprovisions hereof. At In the event that any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event proceeding involving the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify commenced by the relevant Indemnified Party againstin connection with the Agreement, any cost or liability the transactions contemplated under this Agreement, and such proceeding will be finally determined by a court of competent jurisdiction in excess favor of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled liable to participate with the Indemnifying Party for any reasonable attorney's fees and direct costs relating to such proceedings. The indemnifications provided in such defense if this Section 17 will survive the claim or loss requests equitable relief or other relief that could affect the rights termination of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensethis Agreement.

Indemnification Procedures. Whenever Promptly after receipt by a Participant Indemnitee or a Company Indemnitee (collectively, “Indemnitees” and, individually, an “Indemnitee”) under Section 8(a) or 8(b) hereof of notice of the commencement of any action, such Indemnitee will, if a claim for indemnification arises in respect thereof is to be made against the indemnifying party under this Sectionsuch clause, the Indemnified Party, will promptly notify the Indemnifying Party and request indemnifying party in writing of the Indemnifying Party commencement thereof; but the omission so to defend the claim. Failure to so notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party of indemnifying party from any liability that it may have to any Indemnitee. In case any such action shall be brought against any Indemnitee, and it shall notify the Indemnifying Party might haveindemnifying party of the commencement thereof, except the indemnifying party shall be entitled to participate in, and, to the extent that such failure prejudices the Indemnifying Party’s ability it may wish, jointly with any other indemnifying party similarly notified, to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee, and after notice from the indemnifying party to such Indemnitee of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of its election to assume the defense of such claim or lossthereof, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will indemnifying party shall not be liable to such Indemnitee under such clause for any settlement legal or other expenses subsequently incurred by the Indemnified Party unless such Indemnifying Party has approved such settlement Indemnitee in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate connection with the Indemnifying Party in such defense if thereof other than reasonable costs of investigation; provided, however, that the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will Indemnitee shall have the right to employ one counsel to represent such Indemnitee if, in the reasonable judgment of such Indemnitee, it is advisable for such defense at party to be represented by separate counsel because separate defenses are available or because a conflict of interest exists between such indemnified and indemnifying party in respect of such claim, and in that event the expense fees and expenses of such separate counsel shall be paid by the Indemnifying Partyindemnifying party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party No indemnifying party in the defense of any such claim or losslitigation shall, except with the consent of each Indemnitee, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such claim or litigation. Notwithstanding the foregoing, if the Company is an Indemnitee, the Company shall designate the one counsel, and in all other circumstances, the relevant records one counsel shall be designated by a majority in interest based upon the Registrable Securities of each Party will be available to the other Party with respect to any such defenseIndemnitees.

Indemnification Procedures. Whenever If any third party Claim is commenced against a claim for Party entitled to indemnification arises under any section of this SectionAgreement (the “Indemnified Party”), notice thereof shall be given to the Party that is obligated to provide indemnification (the “Indemnifying Party”) as promptly as practicable. If, after such notice, the Indemnifying Party shall acknowledge that this Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the Indemnified Party, will promptly notify 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 the defense and investigation of such Claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, 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 request 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 its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising therefrom. No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party and an obligation to defend cease using the claiminfringing items shall be entered into without the prior consent of the Indemnified Party, which shall not be unreasonably withheld, delayed or conditioned. Failure to so notify After notice by the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance its election to assume full control of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or lossClaim, and the relevant records of each Indemnifying Party will shall not be available liable to the other Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with respect to any such defensethe defense of that Claim.

Indemnification Procedures. Whenever If any claim is commenced against a claim for person or entity entitled to indemnification arises 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 promptly as practicable. If, after such notice, the Indemnifying Party shall acknowledge that this SectionAgreement applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the Indemnified Party, will promptly notify 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 sole control of the defense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, 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 request its attorneys in the Indemnifying investigation, trial and defense of such claim and any appeal arising therefrom. The Indemnified Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any liability that the Indemnifying Party might haveappeal arising therefrom, except to the extent provided that such failure prejudices participation does not unreasonably interfere with the Indemnifying Party’s 's ability to defend such claim. No settlement of a claim or loss. The Indemnifying Party will have that involves a remedy other than the right to defend against such claim in which event payment of money by the Indemnifying Party will give written shall be entered into without the consent of the Indemnified Party. After notice by the Indemnifying Party to the Indemnified Party of acceptance its election to assume full control of the defense of any such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or lossclaim, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party shall not be liable to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for any legal expenses incurred thereafter by such claim or loss. The Indemnifying Indemnified Party will have exclusive right to control and conduct in connection with the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expenseclaim. If the Indemnifying Party does not accept assume full control over the defense of any indemnified a claim or loss subject to such defense as provided abovein this Section, the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party will shall have the right to employ counsel for defend the claim in such defense manner as it may deem appropriate, at the cost and expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defense.

Indemnification Procedures. Whenever a claim for The Party entitled to indemnification arises under this SectionArticle 7 (the “Indemnified Party”) shall reasonably and promptly, after the receipt of notice of any legal action or claim against such Indemnified Party in respect of which indemnification may be sought pursuant to this Article 7, notify the other Party (the “Indemnifying Party”) of such action or claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party, will promptly Party with respect to any such action or claim if the Indemnified Party knowingly fails to notify the Indemnifying Party and request thereof in accordance with the provisions of this Article 7 in sufficient time to permit the Indemnifying Party to defend against such matter and to make a timely response thereto, including, without limitation, any responsive motion or answer to a complaint, petition, notice or other legal, equitable, or administrative process relating to the action or claim. Failure , but only in so far as such knowing failure to so notify the Indemnifying Party will not relieve has actually resulted in prejudice or damage to the Indemnifying Party. In case any such action or claim shall be made or brought against the Indemnified Party, the Indemnifying Party may, or if so requested by the Indemnified Party shall, assume the defense thereof with counsel of any liability that its selection reasonably acceptable to the Indemnified Party and which shall be reasonably competent and experienced to defend the Indemnified Party. In such circumstances, the Indemnified Party shall (i) at no costs or expense to the Indemnified Party, cooperate with the Indemnifying Party might have, except to the extent that such failure prejudices and provide the Indemnifying Party’s ability to defend Party with such claim or loss. The information and assistance as the Indemnifying Party will shall reasonably request in connection with such action or claim and (ii) at its own expense, have the right to defend against participate and be represented by counsel of its own choice in any such claim in which event action or with respect to any such claim. If the Indemnifying Party will give written notice to the Indemnified Party of acceptance of assumes the defense of such the relevant claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of action (i) the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will shall not be liable for any settlement thereof which is made without its consent and (ii) the Indemnifying Party shall control the settlement of such action or claim; provided, however, that the Indemnifying Party shall not conclude any settlement which requires any action or forbearance from action or payment or admission by the Indemnified Party or any of its affiliates without the prior written approval of the Indemnified Party. The obligations of an Indemnifying Party shall not extend to any loss, damage or expense of whatever kind or nature (including all related costs and expenses) to the extent the same results from the taking by the Indemnified Party of any action (unless required by law or applicable legal process) that prejudices the successful defense of the action or claim without, in any such case, the prior written consent of the Indemnifying Party (such consent not to be required in a case where the Indemnifying Party has approved such settlement in advance and not assumed the defense of the action or claim). The Indemnified Party agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event afford the Indemnifying Party will not and its counsel the opportunity to be responsible forpresent at, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled and to participate in, conferences with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided aboveall persons, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defenseincluding governmental authorities.

Indemnification Procedures. Whenever a Upon becoming aware or receipt of notice of any Third Party claim for that may be subject to indemnification arises by the other Party (the “Indemnifying Party”) under this SectionSection 18.1, any GSK Indemnitee or any Vir Indemnitee (each, an “Indemnitee”), as the Indemnified Partycase may be, will promptly shall [***] notify the Indemnifying Party in writing (it being understood and request agreed, however, that the Indemnifying Party failure by an Indemnitee to defend the claim. Failure to so notify the Indemnifying Party will timely give such notice shall not relieve the Indemnifying Party of any liability its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party might have, except to the extent that is actually prejudiced as a result of such failure prejudices the Indemnifying Party’s ability to defend such claim or lossgive timely notice). The Indemnifying Party will shall have the right right, but not the obligation, to defend against such claim in conduct and control, through counsel of its choosing, any action for which event indemnification is sought, and if the Indemnifying Party will give written notice elects to the Indemnified Party of acceptance of assume the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or lossthereof, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party shall not be liable to seek reimbursement the Indemnitee for any legal expenses of other legal counsel or any other expenses subsequently incurred by such Indemnitee in connection with the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or lossthereof. The Indemnifying Party will have exclusive right may not settle any action, claim or suit for which the Indemnitee is seeking indemnification without such Indemnitee’s prior written approval, such approval not to control be unreasonably withheld, conditioned or delayed. The Parties and conduct their employees shall cooperate fully with each other and their legal representatives in the defense and investigation, defense, prosecution, negotiation, or settlement of any claims such claim or losses suit. The Indemnitee shall not settle or compromise any action, claim or suit for which it has given notice of acceptance of the duty to defend, subject to consultation with Indemnitee is seeking indemnification without the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense prior written consent of the Indemnifying Party. Each In no event shall the Indemnifying Party agrees settle or ▇▇▇▇▇ any Third Party claim in a manner that would diminish the rights or interests of the Indemnitee or obligate the Indemnitee to cooperate and to cause its employees and agents to cooperate with make any payment, take any action, or refrain from taking any action, without the other Party in prior written approval of the defense of Indemnitee. Notwithstanding the foregoing, no party shall settle any such claim action, claim, or loss, and the relevant records of each Party will be available to the other Party suit with respect to any Taxes that are indemnified pursuant to this Agreement without the prior written approval of the other Party, such defenseapproval not to be unreasonably withheld, conditioned or delayed.

Indemnification Procedures. Whenever Promptly after receipt by a Holder Indemnitee or a Company Indemnitee (collectively, “Indemnitees” and, individually, an “Indemnitee”) under Section 6(a) or 6(b) hereof of notice of the commencement of any action, such Indemnitee will, if a claim for indemnification arises in respect thereof is to be made against the indemnifying party under this Sectionsuch clause, the Indemnified Party, will promptly notify the Indemnifying Party indemnifying party in writing of the commencement thereof, and request the Indemnifying Party indemnifying party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to defend the claim. Failure Indemnitee and the payment of all fees and expenses incurred in connection with the defense thereof; but the omission so to so notify the Indemnifying Party indemnifying party will not relieve the Indemnifying Party of indemnifying party from any liability that the Indemnifying Party might have, it may have to any Indemnitee except to the extent that such failure prejudices omission resulted in actual detriment to the Indemnifying Party’s ability indemnifying party, nor shall such omission relieve the indemnifying party from any liability it may have to defend any Indemnitee otherwise than under such claim or lossclauses. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will indemnifying party shall not be liable for any settlement by the Indemnified Party unless of any such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any timeaction effected without its written consent, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will which consent shall not be responsible forunreasonably withheld. No indemnifying party, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or losslitigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party a release from all liability in respect of such claim or litigation. In case any such action shall be brought against any Indemnitee, and it shall notify the relevant records indemnifying party of each Party will the commencement thereof, the indemnifying party shall be available entitled to participate in, and, to the extent that it may wish, jointly with any other Party indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such Indemnitee, and after notice from the Indemnitee to such indemnifying party of its election to assume the defense thereof, the indemnifying party shall not be liable to such Indemnitee under such clause for any legal or other expenses subsequently incurred by such Indemnitee in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Indemnitee shall have the right to employ one counsel to represent such Indemnitee if, in the reasonable judgment of such Indemnitee, it is advisable for such party to be represented by separate counsel because the indemnifying party has failed promptly to assume the defense of such action and to employ counsel reasonably satisfactory to the Indemnitee, because separate defenses are available, or because a conflict of interest exists between such indemnified and indemnifying party in respect to any of such defenseclaim, and in that event the fees and expenses of such separate counsel shall be paid by the indemnifying party. Notwithstanding the foregoing, if the Company is an Indemnitee, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the aggregate amount of Registrable Securities of the Indemnitees. For purposes of this Section 6 the terms "control," and "controlling person" have the meanings that they have under the Securities Act.

Indemnification Procedures. Whenever (a) Promptly after receipt by any Person entitled to indemnification under this Article 8 (an "Indemnified Party") of written notice of the commencement (or threatened commencement) of any civil, criminal, administrative or investigative claim, action or proceeding involving a claim for in respect of which the Indemnified Party will seek indemnification arises under pursuant to this SectionAgreement, the Indemnified Party, will promptly Party shall notify the Person that is obligated to provide such indemnification (an "Indemnifying Party and request the Indemnifying Party to defend the claim. Failure Party") thereof in writing, provided that no failure to so notify the Indemnifying Party will not shall relieve the Indemnifying Party it of any liability that the Indemnifying Party might have, its obligations hereunder except to the extent that such failure prejudices Indemnifying Party has been materially prejudiced thereby. (b) The Indemnifying Party shall be entitled to have sole control over the defense and/or settlement of such claim, provided that, within ten Business Days of receipt of such written notice, the Indemnifying Party’s ability Party acknowledges responsibility therefore and notifies the Indemnified Party in writing of its election to defend so assume sole control; provided, however, that: (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party (not to be unreasonably withheld or delayed) before entering into any settlement of such claim or loss. The ceasing to defend against such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other relief would be imposed against the Indemnified Party; and (iii) the Indemnifying Party will shall not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim. After written notice by the Indemnifying Party to the Indemnified Party of its election to assume sole control of the defense of any such claim, the Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses incurred by such Indemnified Party in connection with the defense thereof. In addition, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. (c) If the Indemnifying Party does not assume sole control over the defense of such claim as provided in Section 8.4, the Indemnifying Party may participate in such defense at its own expense and the Indemnified Party shall have the right to defend against such the claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time manner as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, it may deem appropriate at the reasonable cost and expense of the Indemnifying Party, subject to any right of and the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify shall promptly reimburse the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expensetherefor. If the Indemnifying Party does not accept the defense of any indemnified claim choose to assume sole control over or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party participate in the defense of any such claim or lossclaim, and the relevant records of each Party it will be make available to the Indemnified Party any books, records or other documents within its control that are necessary or appropriate for such defense. In no event shall an Indemnifying Party with respect be required to indemnify an Indemnified Party for any amount paid or payable by such Indemnified Party in the settlement of any such defenseaction, claim or proceeding agreed to without the written consent of the Indemnifying Party (not to be unreasonably withheld or delayed).

Indemnification Procedures. Whenever Other than a claim for involving Taxes, which procedure is set forth in and which shall be governed exclusively by ARTICLE IX, in the event that subsequent to the Closing any Person that is or may be entitled to indemnification arises under this SectionAgreement (an “Indemnified Party”) receives notice of the assertion of any claim, issuance of any order or the commencement of any action or proceeding by any Person who is not a Party or an Affiliate of a Party, including, without limitation, any domestic or foreign court or Governmental Authority (a “Third Party Claim”), against such Indemnified Party, which a Party to this Agreement is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice thereof together with a statement of any available information regarding such claim to the Indemnifying Party within ten (10) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to and defend such claim). The Indemnifying Party shall have the right upon written notice (a “Control Notice”) to the Indemnified Party within thirty (30) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expense the defense against such claim (including the right to compensate and settle or consent to entry of judgment with respect to such claim) in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party delivers a Control Notice, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing; provided that the Indemnified Party shall have the right to compromise and settle or consent to entry of judgment with respect to the claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. Without the prior written consent of the Indemnified Party, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve enter into any settlement of any Third Party Claim or consent to entry of judgment with respect to such claim, if pursuant to or as a result of such settlement or consent, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, (ii) such settlement or consent would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or (iii) such settlement or consent would require an admission of liability by the Indemnified Party. If an offer is made to settle a Third Party Claim, which offer the Indemnifying Party is permitted to settle under this Section 10.4 only upon the prior written consent of any liability that the Indemnified Party, and the Indemnifying Party might havedesires to accept and agree to such offer, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give prompt written notice to the Indemnified Party of acceptance of to that effect. If the defense Indemnified Party does not consent to such firm offer within twenty (20) calendar days after its receipt of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or lossnotice, the Indemnified Party will may continue to contest or defend such claim or lossThird Party Claim and, at in such event, the expense of the Indemnifying Party, subject to any right maximum liability of the Indemnifying Party as to seek reimbursement for such Third Party Claim will not exceed the costs amount of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim settlement offer, plus costs and expenses paid or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement incurred by the Indemnified Party unless through the date such settlement offer is given to the Indemnified Party to the extent such amount is otherwise indemnifiable hereunder. If the Indemnifying Party has approved shall fail to defend, or if, after commencing or undertaking any such settlement in advance and agrees defense, fails to be bound by prosecute or withdraws from the agreement incorporating such settlement. At any timedefense of a Third Party Claim, an then the Indemnified Party will shall have the right to refuse a compromise undertake the defense or settlement andthereof, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in assumes the defense of any such claim or lossproceeding pursuant to this Section 10.4 and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof, and the relevant records Indemnifying Party shall have the right to participate in the settlement or assume or reassume the defense of each Party will be available such claim or proceeding. Notwithstanding anything in this Section 10.4 to the contrary, if there is a reasonable probability that a Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to control the defense, compromise or settlement of the Third Party Claim provided, however, that the Indemnified Party shall not compromise and settle or consent to entry of judgment with respect to such Third Party Claim without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld, conditioned or delayed and the Indemnifying Party shall have the right to consult with the Indemnified Party and its counsel or other representatives concerning such Third Party Claim and the Indemnified Party (and the Indemnifying Party and their respective counsel or other representatives shall cooperate with respect to such Third Party Claim). Notwithstanding any other provision of this ARTICLE X to the contrary, with respect to any such defenseclaim for which indemnification may be payable from the Escrow Funds pursuant to Section 10.2(a), the Buyer Indemnified Party must first seek indemnification from the Escrow Funds, the Escrow Funds shall be deemed to be the Indemnifying Party for purposes of this Section 10.4 and the Stockholder shall act on behalf of the Indemnifying Party.

Indemnification Procedures. Whenever Except as provided below in Section 6 with respect to contribution 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 for indemnification arises asserted which may entitle an Indemnified Party to be indemnified under this SectionAgreement, 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, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of assume the defense of any such action or claim or loss in reasonable cooperation with, and with the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or lossreasonable cooperation of, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ its own counsel in any such action in addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel 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, (b) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying 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 Issuer Parties, Depositor Parties, Seller Parties and Company Parties, one such defense 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, Seller Parties, Depositor Parties and Issuer Parties, by the Underwriter 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 PartyParty and all such fees and expenses will be reimbursed promptly as they are incurred. Each The Indemnifying Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense shall not be liable for any settlement of any such claim or loss, and action unless the relevant records 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 each this Section shall relieve the Indemnifying Party will be available of liability only if such failure is prejudicial to the other position of the Indemnifying Party with respect and then only to any the extent of such defenseprejudice.

Indemnification Procedures. Whenever Promptly after receipt by an Indemnified Party of notice of the commencement of any claim, challenge, litigation, investigation or other Proceeding which might give rise to indemnification hereunder (an “Indemnified Claim”) by any Person, such Indemnified Person will, if a claim is to be made hereunder against the A.M. Castle Parties (referred to for indemnification arises under purposes of this SectionArticle X as the “Indemnifying Party”) in respect thereof, the Indemnified Party, will notify promptly notify the Indemnifying Party and request in writing of the Indemnifying Party to defend commencement thereof; provided, that the claim. Failure omission or delay to so notify the Indemnifying Party will not relieve the Indemnifying Party of from any liability that it may have hereunder. In case any such Indemnified Claims are brought against any Indemnified Party and such Indemnified Party notifies the Indemnifying Party might haveof the commencement thereof, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate therein at its sole cost and expense (but the Indemnified Party shall control the defense of such Indemnified Claim if the Indemnifying Party does not have the right to assume, or does not timely assume, the defense thereof in accordance with this Article X), and, to the extent that such Indemnifying Party may elect by written notice delivered to such Indemnified Party no later than thirty days after receipt of notice of the Indemnified Claim (but in any event at least ten days before a response to such Indemnified Claim is due), to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party); provided, that the Indemnifying Party shall not have the right to assume the defense of any Indemnified Claim unless (a) the Indemnifying Party shall have expressly agreed in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated, subject in all respects to the Loss Exceptions, to satisfy and discharge such Indemnified Claim, (b) such Indemnified Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Party, (c) the Indemnified Party has not been advised by counsel that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in such connection with the defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Claim or that there are legal or other defenses available to an Indemnified Party that are different from or inconsistent with those available to an Indemnifying Party, and also will (d) the Indemnified Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement action or a tax proceeding to which an Indemnified Party is a party. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election to so assume the defense of such Indemnified Claims, the Indemnifying Party shall not be entitled liable to employ separate such Indemnified Party for expenses incurred by such Indemnified Party after the date of the receipt of such notice in connection with the defense thereof (other than reasonable costs of investigation) unless (x) the Indemnifying Party is not permitted to assume the defense of such Indemnified Claims in accordance with the proviso to the immediately preceding sentence, (y) the Indemnifying Party shall have failed or is failing to diligently defend such Indemnified Claim, and is provided written notice of such failure by the Indemnified Party, or (z) the Indemnifying Party shall have authorized in writing the employment of counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept assumes (and has a right to assume) the defense of any indemnified claim or loss as provided abovean Indemnified Claim in accordance with this Article X, the Indemnified Party will have the right shall be permitted to employ counsel for participate in any such defense at the expense of its own expense. All amounts paid by the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or lossan Indemnified Person under this Article X shall, and the relevant records of each Party will be available to the other Party with respect extent permitted by applicable Law, be treated as adjustments to any such defensethe purchase price for the Purchased Notes for all applicable tax purposes.

Indemnification Procedures. Whenever a claim for (a) If any Seller Bank Indemnified Party or Acquiror Bank Indemnified Party (each, an “Indemnified Party”) seeks indemnification arises under this SectionArticle VII, the Indemnified Party shall notify the indemnifying party (the “Indemnifying Party, will promptly notify ”) within 30 days after learning of the occurrence of any event that is asserted to be an indemnifiable event pursuant to this Agreement. If such event involves the claim of any third party and the Indemnifying Party and request confirms in writing its responsibility for such liability, if established, the Indemnifying Party shall be entitled to defend participate in and, to the claim. Failure to so notify extent it shall wish, assume control over (in which case the Indemnifying Party will not relieve shall assume all expense with respect to) the Indemnifying defense, settlement, adjustment or compromise of such claim. (b) The Indemnified Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will shall have the right to defend against such employ separate counsel in any action or claim and to participate in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, the Indemnified Party will defend such claim or loss, thereof at the expense of the Indemnifying Party, subject to any right Party (i) if the retention of such counsel has been specifically authorized by the Indemnifying Party to seek reimbursement or (ii) if such counsel is retained because the Indemnifying Party does not confirm responsibility for the costs of such defense liability as provided in the event that it is determined that Indemnifying Party had no obligation to indemnify the subsection (a) above. The Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will shall have the right to refuse employ counsel at the Indemnified Party’s own expense and to participate in such action or claim, including settlement or trial, as long as such participation does not substantially interfere with the Indemnifying Party’s defense of such claim or action. (c) The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement, adjustment or compromise of such claim, or ceasing to defend against such claim, only if pursuant to or as a result of such settlement, adjustment, compromise or settlement andcessation, at such refusing injunctive or other relief would be imposed against the Indemnified Party’s cost, to take over such defense; provided that in such event . (d) If the Indemnifying Party will does not be responsible forassume control over the defense of such claim as provided in Section 7.02(a), nor will it be obligated to indemnify the relevant Indemnified Party against, any shall have the right to defend or settle the claim in such manner as it may deem appropriate at the cost or liability in excess and expense of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party. (e) The Indemnifying Party shall remit payment for the amount of a valid and substantiated claim for indemnification hereunder promptly upon receipt of a claim notice therefor. Upon the payment in full of any claim hereunder, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect shall be subrogated to the rights of the Indemnified Party and also will be entitled against any person with respect to employ separate counsel for the subject matter of such defense at such Indemnified Party’s expense. If claim. (f) In the event that the Indemnifying Party does not accept reimburses the defense of Indemnified Party for any indemnified claim or loss as provided abovethird party claim, the Indemnified Party will shall remit to the Indemnifying Party any reimbursement that the Indemnified Party subsequently receives for such third party claim. As used in this Agreement, the term “Affiliate” shall have the right to employ counsel for such defense at the expense meaning set forth in Schedule I of the Indemnifying Party. Each Party agrees to cooperate Purchase and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defenseAssumption Agreement.

Indemnification Procedures. Whenever a In the event of the assertion or commencement by any Person of any claim for or legal proceeding (whether against Parent or against any other Person) with respect to which any Indemnified Party may be entitled to indemnification arises under pursuant to this SectionArticle IX, the Indemnified PartyParty shall have the right, will promptly notify at its election, to proceed with the defense (including settlement or compromise) of such claim or legal proceeding on its own; provided, however, that if the Indemnified Party settles or compromises any such claim or legal proceeding without the consent of the Indemnifying Party and request or Parties, such settlement or compromise shall not be conclusive evidence of the amount of Damages incurred by the Indemnified Party in connection with such claim or legal proceeding (it being understood that if the Indemnified Party requests that the Indemnifying Party consent to defend a settlement or compromise, the claimIndemnifying Party shall act reasonably in determining whether to provide such consent). Failure The Indemnified Party shall give the Indemnifying Party prompt notice after it becomes aware of the commencement of any such claim or legal proceeding against it; provided, however, that any failure on the part of the Indemnified Party to so notify the Indemnifying Party will shall not relieve limit any of the obligations of the Indemnifying Party Party, or any of the rights of any liability that the Indemnifying Party might haveIndemnified Party, under this Article IX (except to the extent that such failure adversely prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and the identity of counsel selected by the Indemnifying Partylegal proceeding). Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or loss, If the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right elect to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate proceed with the other Party in the defense of any such claim or losslegal proceeding, the Indemnifying Party (except if the Indemnifying Party is any stockholder of the Company, then the Stockholder Representative) may proceed with the defense of such claim or legal proceeding with counsel reasonably satisfactory to the Indemnified Party; provided, however, that such Indemnifying Party may not settle or compromise any such claim or legal proceeding without the prior written consent of the Indemnified Party (which consent may not be unreasonably withheld) unless such settlement or compromise (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of the Buyer, Indemnified Persons or Seller Indemnified Persons, as applicable, from all liabilities arising or relating to, or in connection with, a third-party claim, (iii) provides for dismissal with prejudice of the Indemnified Party named therein, and (iv) does not admit, or consent to any finding of wrongful conduct or liability by any Indemnified Party. No Buyer Indemnified Party (other than Parent or any successor thereto or assign thereof) and no Seller Indemnified Party (other than the relevant records Stockholder Representative or any successor thereto or assign thereof) shall be permitted to assert any indemnification claim or exercise any other remedy under this Agreement unless, in the case of each Party will be available the Buyer Indemnified Parties, Parent (or any successor thereto or assign thereof), or in the case of the Seller Indemnified Parties, the Stockholder Representative (or any successor thereto or assign thereof) shall have consented to the assertion of such indemnification claim or the exercise of such other remedy. Nothing herein shall be deemed to prevent the Indemnified Party with respect to from making a claim, and an Indemnified Party may make a claim hereunder, for potential or contingent claims or demands, provided that the notice of such claim sets forth the specific basis for any such defensepotential or contingent claim or demand to the extent then feasible and the Indemnified Party has reasonable grounds to believe that such a claim or demand may be made.

Indemnification Procedures. Whenever 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 which any Indemnified Party may be entitled to indemnification pursuant to this Article IX, Parent shall have the right, at its election, to proceed with the defense (including settlement or compromise) of such Proceeding on its own; provided, however, that 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 claim for indemnification arises under this Sectionsettlement or compromise, the Indemnified PartyShareholders’ Representative shall act reasonably in determining whether to provide such consent). Parent shall give the Shareholders’ Representative prompt notice after it becomes aware of the commencement of any such claim or legal proceeding against Parent; provided, will promptly notify however, any failure on the Indemnifying Party and request the Indemnifying Party to defend the claim. Failure part of Parent to so notify the Indemnifying Party will Shareholders’ Representative shall not relieve limit any of the Indemnifying Party obligations of Canopy Group, Canopy Ventures or the Shareholders’ Representative, or any of the rights of any liability that the Indemnifying Party might haveIndemnified Party, under this Article IX (except to the extent that such failure materially adversely prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such claim or loss and legal proceeding). If Parent does not elect to proceed with the identity defense (including settlement or compromise) of counsel selected by any such Proceeding, the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of Shareholders’ Representative may proceed with the defense of such Proceeding with counsel reasonably satisfactory to Parent; provided, however, that the 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 loss, exercise any other remedy under this Agreement unless Parent (or any successor thereto or assign thereof) shall have consented to the assertion of such indemnification claim or the exercise of such other remedy. Nothing herein shall be deemed to prevent the Indemnified Party will defend 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 potential or loss, at contingent claim or demand to the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify extent then feasible and the Indemnified Party for has reasonable grounds to believe that such a claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not demand may be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expense. If the Indemnifying Party does not accept the defense of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensemade.

Indemnification Procedures. Whenever If any third party claim is commenced against a claim for person or entity entitled to indemnification arises under Section 26.1 or Section 26.2 (the “Indemnified Party”), notice thereof shall be given to the Party that is obligated to provide indemnification (the “Indemnifying Party”) as promptly as practicable. If, after such notice, the Indemnifying Party acknowledges that this SectionAgreement applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the Indemnified Party, will promptly notify 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 the defense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, 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 request its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; except that the Indemnified Party may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party to defend shall be entered into without the claimconsent of the Indemnified Party. Failure to so notify After notice by the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim or loss. The Indemnifying Party will have the right to defend against such claim in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance its election to assume full control of the defense of any such claim or loss and the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or lossclaim, the Indemnified Party will defend such claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party shall not be liable to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for any legal expenses incurred thereafter by such claim or loss. The Indemnifying Indemnified Party will have exclusive right to control and conduct in connection with the defense and settlement of any claims or losses for which it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expenseclaim. If the Indemnifying Party does not accept assume full control over the defense of any indemnified a claim or loss subject to such defense as provided abovein this Section 26.4, the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party will shall have the right to employ counsel for defend the claim in such defense manner as it may deem appropriate, at the cost and expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defense.

Indemnification Procedures. Whenever After receipt by a party entitled to indemnification ("Indemnified Party") under this Article IX of notice of the commencement of any action, if a claim for in respect thereof is to be made by the Indemnified Party against any person obligated to provide indemnification arises under this SectionArticle IX ("Indemnifying Party"), the such Indemnified Party, Party will promptly notify the Indemnifying Party and request in writing of the Indemnifying Party to defend commencement thereof as soon as practicable thereafter, provided that the claim. Failure omission to so notify the Indemnifying Party will not relieve the Indemnifying Party of it from any liability that the Indemnifying Party might haveunder this Article IX, except to the extent that such the omission results in a failure prejudices of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give such notice. In any action against an Indemnified Party’s ability , the Indemnifying Party will be entitled to defend such claim or lossparticipate, at its own expense, in the defense thereof. The Indemnifying Party will have also shall be entitled to assume the right defense thereof, with counsel reasonably satisfactory to defend against such claim the party named in which event the action and any others the Indemnifying Party will give written may designate is such proceeding. After notice from the Indemnifying Party to the Indemnified Party of acceptance of the defense of such claim or loss and election to assume the identity of counsel selected by the Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim or lossdefense, the Indemnified Party will defend such claim or loss, at shall bear the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim or loss. The Indemnifying Party will have exclusive right to control fees and conduct the defense and settlement expenses of any claims or losses for which it has given notice of acceptance of additional counsel retained by it, and the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be liable to the Indemnified Party under this Agreement for any settlement legal or other expenses subsequently incurred by the Indemnified Party unless such in connection with the defense thereof; provided however, that if the Indemnified Party receives an opinion of counsel, reasonably satisfactory to the Indemnifying Party has approved such settlement in advance and agrees to be bound Party, stating that representation of both parties by the agreement incorporating such settlement. At any timesame counsel would be inappropriate due to actual or potential differing interests between them, an then the Indemnified Party may retain separate counsel, the cost of which will have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted paid by the Indemnifying Party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the relevant Indemnified Party will indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to participate with the Indemnifying Party in such defense if the claim or loss requests equitable relief or other relief that could affect the rights benefits of the Indemnified Party and also will be entitled to employ separate counsel for such defense at such Indemnified Party’s expenseindemnification contained in this Article IX. If the Indemnifying Party does not accept the defense The indemnification provisions contained in this Article IX shall survive any termination of any indemnified claim or loss as provided above, the Indemnified Party will have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim or loss, and the relevant records of each Party will be available to the other Party with respect to any such defensethis Agreement.