Common use of Procedures Clause in Contracts

Procedures. (a) The party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 In order for a Purchaser Indemnified Party or a Seller Indemnified Party (the each, an “Indemnified Party”) agrees to give prompt be entitled to any indemnification provided for under this Agreement as a result of a Loss or a claim or demand made by any third Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall deliver notice thereof to the party against whom indemnity is sought Seller or the Purchaser, as the case may be, (the “Indemnifying Party”) ), promptly after receipt by such Indemnified Party of written notice of the assertion Third-Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of any claim, or computation of the commencement amount of any suit, action or proceeding such claim (“Claim”if known) in respect of which indemnity may be sought under and such Section and will provide the Indemnifying Party such other information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article XI, except to the extent that the Indemnifying Party is actually prejudiced by such failure. (b) An Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that, if, in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to such Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party such witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereundersettle, except to the extent compromise or discharge such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Third-Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain without the prior written consent of the Indemnified Party (which shall not be unreasonably withheldParty, conditioned unless such settlement, compromise or delayed) before entering into any settlement discharge of such Third Third-Party Claim by its terms obligates the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, and releases the Indemnified Party completely in connection with such Third-Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent. (c) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim promptly to the Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the settlement does Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party from all liabilities shall reasonably cooperate and obligations assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperatematters, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such recordseach case, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid reasonably required by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking Any Person that may be entitled to indemnification under Section 12.02 this Agreement (the an “Indemnified Party”) agrees to shall give prompt written notice to the party against whom indemnity is sought Person obligated to indemnify it (the an “Indemnifying Party”) of the assertion with reasonable promptness upon becoming aware of any claim, claim or other facts upon which a claim for indemnification will or is reasonably likely to be based; the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party notice shall set forth such information with respect thereto that as is then reasonably available to the Indemnified Party. The Indemnifying Party shall have the right to undertake the defense of any such claim asserted by a third party with counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall cooperate in such defense and make available all records, materials and witnesses reasonably requested by the Indemnifying Party may in connection therewith at the Indemnifying Party’s expense. If the Indemnifying Party shall have assumed the defense of the claim with counsel reasonably request. The failure satisfactory to so notify the Indemnified Party, the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except be liable to the extent such failure shall have adversely prejudiced Indemnified Party for any legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnifying Party. (b) Indemnified Party in connection with the defense thereof. The Indemnifying Party shall not be entitled to participate in the defense of liable for any Claim asserted by any third party (“Third Party Claim”) andclaim settled without its consent, subject to the limitations set forth in this Section, which consent shall not be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands unreasonably withheld or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the delayed. The Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheldprior to ceasing to defend, conditioned settling or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution otherwise disposing of any Third claim. In no event shall the indemnifying Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay without notice to the Indemnifying Party the extent of the value of the benefit (orother Party, if lessinstitute, the amount of settle or otherwise resolve any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedclaim or potential claim, action or proceeding. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party An Indemnified Party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to Sections 9.1 or 9.2 shall give prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) Party of the assertion of any claim that does not involve an Action or Proceeding brought by a third party (a “Third Party Proceeding”). The notice shall describe in reasonable detail the nature of the claim, contain an estimate of the amount of Losses attributable to the claim to the extent feasible and state the basis of the request for indemnification under this Agreement. (b) If an Indemnified Party receives notice of a Third Party Proceeding for which the Indemnified Party intends to assert an indemnification claim under Sections 9.1 or 9.2 against the commencement Indemnifying Party, then the Indemnified Party shall give notice of any suit, action or such proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide to the Indemnifying Party within ten (10) days after receipt of written notice thereof from such information with respect thereto third party, or sooner, to the extent a reply is required before that under the Third Party Proceeding, in which case, the Indemnified Party shall give notice of such proceeding to the Indemnifying Party within the initial one third (1/3) of the term available under the applicable rules to respond to such Third Party Proceeding. Upon acknowledgement of the Indemnifying Party’s obligation to indemnify an Indemnified Party hereunder, the Indemnifying Party may reasonably requestassume the defense of any such Third Party Proceeding by notice to the Indemnified Party no later than five (5) Business Days prior to the date by which an answer or other response to the Third Party Proceeding is required to be made. The Any failure by either party to so notify give the Indemnifying Party shall requisite notice within the time specified in this Section 9.3(b) will not relieve the Indemnifying Party of its obligations hereunder, the obligation to indemnify the Indemnified Party or the obligation of the Indemnified Party to allow the Indemnifying Party to defend pursuant to this Section 9.3(b) except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in that the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to Proceeding is materially prejudiced by the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigationdelay. (c) If the Indemnifying Party shall assumes the defense of a Third Party Proceeding pursuant to Section 9.3(b), then the Indemnifying Party may defend and conduct any proceedings or negotiations in connection with the Third Party Proceeding, take all other required steps or proceedings to settle or defend any Third Party Proceeding, and employ counsel of its choice to contest such Third Party Proceeding in the name of the Indemnified Party or otherwise. (d) If the Indemnifying Party does not assume the control defense of (having been given a proper opportunity to do so), or if after so assuming the Indemnifying Party fails to defend, any Third Party Proceeding, then the Indemnified Party may defend against such Third Party Proceeding in a manner reasonably appropriate and the Indemnified Party may settle such Third Party Proceeding on such terms as are reasonable in the circumstances and the costs and expense of such defense shall be Losses subject to indemnification; provided, however, that in no event shall the Indemnifying Party settle, or agree to any other resolution of, any Third Party Proceeding without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditions or delayed, if such settlement or other resolution is binding on the Indemnified Party. (e) The Indemnified Party shall have the right to participate in the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into Proceeding related to any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in indemnified Losses where the defense of such Third Party Claim has been and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause continues to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid assumed by the Indemnifying Party) to the Indemnified Party of that mitigation (less , at the Indemnified Party’s reasonable sole cost and expense and the costs and expenses of mitigation) within two Business Days after the benefit is receivedthat participation shall not be Losses subject to indemnification. (f) Each Indemnified Party Notwithstanding anything to the contrary contained in this Agreement, the procedures for all Tax Proceedings shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under governed exclusively by Section 12.027.2(h) (and not this Section 9.3).

Procedures. (a) The Each party seeking entitled to indemnification under this Section 12.02 2.6 (the “"Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except under this Agreement unless the failure to the extent give such failure shall have adversely prejudiced the notice is materially prejudicial to an Indemnifying Party. (b) The 's ability to defend such action and provided further, that the Indemnifying Party shall be entitled not assume the defense for matters as to participate which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim or litigation, subject shall, except with the consent of each Indemnified Party, consent to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense entry of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned judgment or delayed) before entering enter into any settlement of such Third Party Claim, if the settlement which does not release include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liabilities and obligations with liability in respect to such Third Party Claim claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partylitigation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party a Any Person seeking indemnification under Section 12.02 6.2 (the “"Indemnified Party”") agrees to give prompt written notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim that does not involve a Third Party Claim, which notice shall describe in reasonable detail the nature of the claim, or an estimate of the commencement amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party disputes such claim and such dispute is not resolved by the parties, such dispute shall be resolved in accordance with Section 7.9. (b If an Indemnified Party is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under this Section, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such Third Party Claim), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that any failure to timely give such notice shall not relieve the Indemnifying Party of any suitof its obligations under this Section 6 except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c Any Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to 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, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the person or entity asserting the Third Party Claim or any cross-complaint against any person or entity, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto hereunder, provided that the Indemnifying Party may reasonably request. The failure to so notify will give the Indemnifying Indemnified Party shall reasonable prior written notice of any such proposed settlement or compromise and will not relieve the Indemnifying Party of its obligations hereunder, except consent to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense entry of any Claim asserted by judgment or enter into any third party (“Third Party Claim”) and, subject settlement with respect to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain without the prior written consent of the Indemnified Party (Party, which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third . The Indemnifying Party Claim, (if the settlement does not release the Indemnified Party from all liabilities and obligations is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partycooperation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking Any indemnification of GWI, GWI Affiliates, ---------- Supplier or Supplier Affiliates hereunder shall include and extend to the benefit of their respective shareholders, directors, officers and employees. Any person that may be entitled to indemnification under Section 12.02 this Agreement (the “an "Indemnified Party”") agrees to shall give prompt written notice to the party against whom indemnity is sought Person obligated to indemnify it (the “an "Indemnifying Party”") of the assertion with reasonable promptness upon becoming aware of any claim, claim or other facts upon which a claim for indemnification will be based; the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party notice shall set forth such information with respect thereto that as is then reasonably available to the Indemnified Party. The Indemnifying Party shall have the right to undertake the defense of any such claim asserted by a third party with counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall 126 cooperate in such defense and make available all records, materials and witnesses reasonably requested by the Indemnifying Party may in connection therewith at the Indemnifying Party's expense. If the Indemnifying Party shall have assumed the defense of the claim with counsel reasonably request. The failure satisfactory to so notify the Indemnified Party, the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except be liable to the extent such failure shall have adversely prejudiced Indemnified Party for any legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnifying Party. (b) Indemnified Party in connection with the defense thereof. The Indemnifying Party shall not be entitled to participate in the defense of liable for any Claim asserted by any third party (“Third Party Claim”) andclaim settled without its consent, subject to the limitations set forth in this Section, which consent shall not be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands unreasonably withheld or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the delayed. The Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheldprior to ceasing to defend, conditioned settling or delayed) before entering into otherwise disposing of any settlement of such Third Party Claim, claim if the settlement does not release as a result thereof the Indemnified Party from all liabilities and obligations with respect would become subject to such Third Party Claim or the settlement imposes injunctive or other equitable relief against or if the Indemnified Party and (ii) the Indemnified Party shall be entitled may reasonably object to participate in the defense such disposition of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by claim based on a continuing adverse effect on the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The 9.3.1 A party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees that intends to give prompt notice to claim indemnification under this Section shall promptly notify the other party against whom indemnity is sought (the “Indemnifying Party”) of the assertion in writing of any claim, or the commencement claim of any suit, action or proceeding a Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) in respect of which indemnity may be sought under such Section and will provide by the Indemnified Party. Notice by the Indemnified Party to the Indemnifying Party shall include a copy of the Third Party claim. An Indemnifying Party shall have the right to direct the defense, compromise or settlement of such information claim with respect thereto that counsel selected by it, provided the Indemnifying Party may reasonably requestgives written notice to the Indemnified Party of its election to do so within twenty (20) days after receipt of notice in accordance with the preceding sentence. The failure If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party shall not relieve Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of its obligations hereundersuch claim at any time prior to settlement, except to compromise or final determination thereof if and only if such assumption would not prejudice the extent defense of such failure shall have adversely prejudiced claim or the Indemnifying rights of the Indemnified Party. (b) The 9.3.2 In the event an Indemnifying Party shall be entitled to participate in has assumed the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim, the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party Claim claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, settle or compromise any claim or consent to employ separate counsel the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its choice for such purpose. The fees continued business activities and expenses which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such separate counsel shall be paid by claim, in form and substance reasonably satisfactory to the Indemnified Party. (d) Each party shall cooperate9.3.4 Notwithstanding anything to the contrary contained herein, and cause their respective Affiliates with respect to cooperate, in the defense or prosecution of any a Third Party Claim and shall furnish or cause claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each settle but an Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after elects not to settle, then the Indemnifying Party has paid shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent as of the value date of the benefit (or, if less, the amount such offer of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedsettlement. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. The Adimab Indemnitees or Mersana Indemnitees, as the case may be, will (a) The party seeking indemnification under Section 12.02 (provide the “Indemnified Party”) agrees to give indemnifying Party with prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Third Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure Claim giving rise to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations an indemnification obligation hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying permit the indemnifying Party shall be entitled to participate assume full responsibility to investigate, prepare for and defend against any such Third Party Claim, (c) provide reasonable assistance in the defense of such claim at the indemnifying Party’s reasonable expense, and (d) not compromise or settling such Third Party Claim without the indemnifying Party’s advance written consent; provided, however, that no delay on the part of the indemnified Party in notifying the indemnifying Party shall relieve the indemnifying Party from any Claim asserted by any third party obligation hereunder unless (“and then only to the extent that) the indemnifying Party is actually prejudiced thereby. Notwithstanding the foregoing, if the indemnifying Party does assume control of the defense of the Third Party Claim”) and, subject the indemnifying Party will not agree to the limitations set forth in this Section, shall be entitled to control the defense any settlement of such Third Party Claim or consent to any judgment in respect thereof that does not include a complete and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control unconditional release of the defense of indemnified Party from all liability with respect thereto or that imposes any Third liability or obligation on the indemnified Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain without the prior written consent of the Indemnified Party (which shall indemnified Party. If the Parties cannot be unreasonably withheldagree as to the application of the foregoing Sections 10.1 and 10.2, conditioned or delayed) before entering into any settlement each may conduct separate defenses of such the Third Party Claim, if and each Party reserves the settlement does not release right to claim indemnity from the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after ARTICLE 10 upon the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent resolution of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified underlying Third Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedClaim. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 A Party (the “"Indemnified Party”") agrees with respect to a Loss or claim or demand for indemnification by any Person against such Party (a "Third Party Claim") shall give prompt notice (the "Claim Notice") of such Loss, claim or demand to the party against Party from whom indemnity such Claim is sought made (the “"Indemnifying Party”") with reasonable promptness after the Indemnified Party's receipt of notice of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section Third Party Claim and will shall provide the Indemnifying Party with such information in connection therewith as the Indemnifying Party may reasonably request. However, the failure to give notice of a Claim Notice shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for any and all Losses that may be incurred by the Indemnified Party as a result of a Third Party Claim pursuant to the terms of this Agreement, to the extent that such Losses are applicable only to civil economic losses as provided for by law, then the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party at its own expense (without reference to any limitations on indemnification hereunder) and satisfactory to the Indemnified Party within 15 days of the receipt of the Claim Notice from the Indemnified Party in connection with such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim for equitable or injunctive relief or any claim that could impose criminal liability or indemnification and the Indemnified Party shall be entitled to defend any such Third Party Claim, at the Indemnifying Party's expense. The Indemnifying Party shall be responsible for the fees and expenses of the counsel retained by the Indemnified Party due to any failure of the Indemnifying Party to assume the defense of the Third Party Claim. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim during the Term or as provided in the first sentence of this Section 7.4 (b), then the Indemnified Party shall have the sole right to assume the defense of and settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to retain its own counsel and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall be expressly authorized in writing by the Indemnifying Party or (ii) the parties named in the Third Party Claim (including any Sued Party) include both the Indemnified Party and the Indemnifying Party and representation of both the Indemnifying Party by the Indemnifying Party's counsel could result in a conflict of interest with respect thereto that to such counsel. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense, at the reasonable request and expense of the Indemnifying Party, and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party may not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise, or consent to entry of any judgment, if such settlement, compromise or judgment (i) involves a discovery or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party of all liability related to such Third Party Claim, or (iii) impose equitable relief or any obligation on the Indemnified Party other than the payment only of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification with respect to a Loss or claim or demand under this Agreement (a "Direct Claim") shall, with reasonable promptness after becoming aware of the facts giving rise to such Direct Claim, give the Indemnifying Party notice of such Loss or claim or demand and provide the Indemnifying Party with such information regarding such Loss or claim or demand as the Indemnifying Party may reasonably request. The failure to so notify deliver a notice of claim, however, will not release the Indemnifying Party shall from any of its obligations under this Article VII except to the extent the Indemnifying Party is materially prejudiced by such failure and will not relieve the Indemnifying Party of its obligations hereunder, except from any other obligation or liability that it may have to the extent such failure shall have adversely prejudiced Indemnified Party or pursuant to the terms of this Article VII. If the Indemnifying Party does not notify the Indemnified Party that it disputes its liability to the Indemnified Party under this Agreement within 10 days of receiving a notice of claim for a Direct Claim, then the Direct Claim specified by the Indemnified Party in such notice of claim shall be conclusively deemed to be the liability of the Indemnifying Party under this Agreement and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an obligation to indemnify but asserts that it should pay a lesser amount than is claimed by the Indemnified Party, the Indemnifying Party shall promptly pay such lesser amount to the Indemnified Party, without prejudice to or representing a waiver of the Indemnified Party's claim for any deficiency. (bd) The Indemnifying Party shall be entitled have no right to participate in the defense of assert or institute any Claim asserted action against any other Person before an action is instituted or a claim is made by any third party (“Third an Indemnified Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If against the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of under this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithAgreement. (e) Each Notwithstanding Section 9.8, each Indemnifying Party hereby consents to the non- exclusive jurisdiction of any court in respect of any Claim that the Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified a Third Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after Claim may have against the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement with respect to such action or the matters asserted therein and agrees that process may be served upon each Indemnifying Party in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedClaim anywhere. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 15.2 ---------- (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under Section 15.2; provided that the failure to give such Section and will provide notice shall not limit the Indemnifying Party such information with respect thereto Indemnified Party's right to indemnification hereunder except to the extent that the Indemnifying Party may reasonably requestis materially prejudiced thereby. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to assume control of the defense of any such suit, action or proceeding and the Indemnified Party may participate in the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch suit, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case action or proceeding at its own expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the . The Indemnifying Party shall assume the control of the defense not be liable under Section 15.2 for any settlement effected without its consent of any Third claim, litigation or proceeding in respect of which indemnity may be sought hereunder; provided, however, that consent to settlement shall not be unreasonably withheld or delayed. In any such suit, action or proceeding, the Indemnified Party Claim in accordance with shall have the provisions right to retain its own counsel, but the fees and expenses of this Section 12.03, such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheldhas agreed to pay such fees and expenses, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Indemnifying Party shall be entitled has failed to participate in assume the defense of such Third suit, action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, or (iii) in the reasonable judgment of such Indemnified Party Claim and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in any which case, if the Indemnified Party notifies the Indemnifying Party in writing that the Indemnified Party elects to employ separate counsel at the expense of its choice for the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such purposesuit, action or proceeding on behalf of the Indemnified Party. The Indemnifying Party shall not be liable for the fees and expenses of such more than one separate counsel shall be paid by firm of attorneys (in addition to any local counsel) at any time for all the Indemnified PartyParties. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) The party seeking If any Person who or which is entitled to seek indemnification under Section 12.02 9.2 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to give prompt notice indemnification under Section 9.2, the Indemnified Party shall promptly (i) notify the Party obligated to the party against whom indemnity is sought Indemnified Party pursuant to Section 9.2 above, (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third Party Claim and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect thereto that to such claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party may reasonably requestClaim and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying PartyParty is prejudiced by such delay or omission. (b) The Indemnifying Party shall be entitled have the right to participate in defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of any Claim asserted by any third party (“the Third Party Claim”) and, subject Claim (such election to be without prejudice to the limitations set forth in right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this SectionARTICLE IX), then the Indemnifying Party shall be entitled have the right to control the defense of defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 9.4(b). The Indemnifying Party shall have full control of such defense and appoint lead counsel for such defenseproceedings, in each case at its expenseincluding any compromise or settlement thereof; provided that Limited Brands the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates shall control Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense ofor settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), and appoint the lead counsel in connection with, the Retained LitigationIndemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.4(b), then the Indemnified Party shall assume have the control of right to defend, and be reimbursed for its reasonable cost and expense (but only if the defense of Indemnified Party is actually ultimately determined to be entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in accordance with the provisions good faith and have full control of this Section 12.03such defense and proceedings; provided, (i) the Indemnifying Party shall obtain the prior written consent of however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into ). The Indemnifying Party may participate in, but not control, any defense or settlement of such Third Party Claim, if the settlement does not release controlled by the Indemnified Party from all liabilities pursuant to this Section 9.4(c), and obligations the Indemnifying Party shall bear its own costs and expenses with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partyparticipation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution Any claim by an Indemnified Party on account of any Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and shall furnish will indicate the estimated amount, if reasonably practicable, of damages that has been or cause may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) days within which to object or accept in writing such Direct Claim. Any such objection is called a “Notice of Claim Dispute.” If the Indemnifying Party does not so respond within such twenty (20) day period, the Indemnifying Party will be furnished deemed to have rejected such recordsclaim, information and testimony, and attend in which event the Indemnified Party will be free to pursue such conferences, discovery proceedings, hearings, trials or appeals, remedies as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) available to the Indemnified Party on the terms and subject to the provisions of that mitigation this Agreement. Copies of each Notice of Claim Dispute shall be sent to Contributee and the Escrow Agent. If Contributee and Contributors fail to resolve any objection contained in such Notice of Claim Dispute within twenty (less the Indemnified Party’s reasonable costs of mitigation20) within two Business Days days after the benefit date the Notice of Claim Dispute is received. delivered to Contributee, then, at the request of either Party, they shall meet in an attempt to resolve an objection described in such Notice of Claim Dispute and reach a written agreement with respect to such objection (f) Each Indemnified Party a “Claim Settlement Agreement”). If Contributors and Contributee enter into a Claim Settlement Agreement, the objections contained in such Notice of Claim Dispute shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged be deemed to be responsibleas resolved therein. If they are unable to resolve the objection described in such Notice of Claim Dispute within twenty (20) days after delivery to the recipient of such Notice of Claim Dispute, for any Damages payable under then Contributors and Contributee shall submit the objections contained in such Notice of Claim Dispute to arbitration as described in Section 12.029.5.

Procedures. (a) The A party seeking indemnification under Section 12.02 pursuant to Sections 7.2 or 7.3 (the an “Indemnified Party”) agrees to shall give prompt notice to the party against from whom indemnity such indemnification is sought (the “Indemnifying Party”) of the assertion of any claimclaim or assessment, or the commencement of any action, suit, action audit or proceeding (“Claim”) proceeding, by a third party in respect of which indemnity may be sought under such Section hereunder (a “Third Party Claim”) and will provide give the Indemnifying Party such information with respect thereto that as the Indemnifying Party may reasonably request. The , but no failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party of its obligations hereunder, any liability hereunder (except to the extent such failure the Indemnifying Party has suffered actual prejudice thereby). Notice may be given to any Frost Group Shareholder by giving notice to the Representative (defined below). The Indemnifying Party shall have adversely prejudiced the right, exercisable by written notice (the “Notice”) to the Indemnified Party within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. If the Indemnifying Party shall fail to assume the defense of the Third Party Claim within such fifteen (15) day period, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim on behalf of the Indemnifying Party. If the Indemnifying Party elects to assume the defense of any such Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge such Third Party Claim without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld. In the event that the Indemnifying Party does not elect to assume the defense of any such Third Party Claim, the Indemnified Party may do any of the foregoing and/or defend such Third Party Claim, all at the expense and on the account of the Indemnifying Party. (b) The Indemnifying Party or the Indemnified Party, as the case may be, shall be entitled in any event have the right to participate participate, at its own expense, in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control which the defense of, and appoint the lead counsel in connection with, the Retained Litigationother is defending. (c) If the The Indemnifying Party Party, if it shall assume the control of have assumed the defense of any Third Party Claim in accordance with the provisions terms hereof, shall have the right, upon fifteen (15) business days prior written notice to the Indemnified Party, to consent to the entry of this Section 12.03judgment with respect to, or otherwise settle such Third Party Claim provided the Indemnifying Party shall be solely obligated to satisfy and discharge such judgment or settlement, unless (i) the Indemnifying Third Party shall obtain Claim involves equitable or other non-monetary damages or (ii) in the prior written consent reasonable judgment of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any such settlement of such Third Party Claim, if the settlement does not release would have a continuing material adverse effect on the Indemnified Party from all liabilities and obligations Party, in which case such settlement only may be made with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense written consent of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate, and cause their respective Affiliates to cooperate, cooperate in the defense or prosecution of any Third Party Claim thereof and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, and appeals as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay Such cooperation shall include access during normal business hours afforded to the Indemnifying Party the extent of the value of the benefit (orrecords and information which are reasonably relevant to such Third Party Claim, if less, the amount and making employees available on a mutually convenient basis to provide additional information and explanation of any such loss previously paid by material provided hereunder, and the Indemnifying Party) to Party shall reimburse the Indemnified Party of that mitigation (less the Indemnified Party’s for all its reasonable costs of mitigation) within two Business Days after the benefit is receivedout-of-pocket expenses in connection therewith. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under Section 12.02 this Agreement (the “each, an "Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of Claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto Claim; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party may reasonably request. The failure to so notify and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate , in the investigation or defense of any such Claim asserted by any third party (“Third Party Claim”) andshall, subject except with the consent of each Indemnified Party, consent to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense entry of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned judgment or delayed) before entering enter into any settlement of such Third Party Claim, if the settlement or compromise which does not include an unconditional release of the Indemnified Party from all liabilities and obligations with liability in respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purposeClaim. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, furnish such information regarding itself or from any other Person alleged to the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be responsible, for any Damages payable under Section 12.02reasonably required in connection with the investigation and defense of such Claim.

Procedures. (a) The party seeking indemnification under Section 12.02 6.01 (the “Indemnified Party”) agrees to shall give prompt notice in writing to the party Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim, claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section Section. Such notice shall set forth in reasonable detail such Third Party Claim and will provide the Indemnifying Party such basis for indemnification (taking into account the information with respect thereto that then available to the Indemnifying Party may reasonably requestIndemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) Claim and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its own expense; provided that Limited Brands prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for the alleged Damages resulting from such Third Party Claim as provided under this Article 6; and provided further that #90879273v29 any Third Party Claim relating to any alleged infringement, misappropriation or its Affiliates other violation of any third-party Intellectual Property Right shall be solely controlled by Pernix, who will act under and at the direction of the Company Board so long as there is no conflict between the Company’s rights and interests and Pernix’s rights and interests; and in the case of any conflict, the Company shall assume control of such defense and Pernix shall be entitled to participate in the defense ofand employ separate counsel of its choice for such purpose, in which case the fees and appoint the lead expenses of such separate counsel in connection with, the Retained Litigationshall be borne by Pernix. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 6.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 6.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Subsidiaries, or (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.036.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and or any of its Affiliates. (iie) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim, the Indemnified Party shall be entitled to participate in the defense of such any Third Party Claim and to employ separate counsel of its choice for such purpose. The , in which case the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party; provided that the Indemnifying Party shall pay the reasonable fees and expenses of such separate counsel if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (df) Each party Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (eg) Each In the event an Indemnified Party must mitigate in accordance with applicable Law any loss has a claim for which such indemnity under Section 6.01 against an Indemnifying Party that does not involve a Third Party Claim, the #90879273v29 Indemnified Party seeks agrees to give prompt, written notice of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification under this Agreement(taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. If such the Indemnifying Party does not notify the Indemnified Party mitigates within thirty (30) days following the receipt of a written notice with respect to any such claim that the Indemnifying Party disputes its loss after indemnity obligation to the Indemnified Party for any Damages with respect to such claim, such Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Damages arising out of such claim. If the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, timely disputed its indemnity obligation for any Damages payable under Section 12.02with respect to such claim, the Parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by binding arbitration pursuant to the terms set forth in ‎Section 8.07.

Procedures. (a) The party seeking indemnification under Section 12.02 10.02 or Section 10.03 (the “"Indemnified Party”") agrees to give prompt notice written notice, but no later than 5 days after receipt thereof, to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of of, investigation of, or corrective action required to be undertaken in response to, any Claim asserted by a third party, including any third party Governmental Authority (“"Third Party Claim”") and, subject to the limitations set forth in this SectionSection or Section 10.03, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control expense subject to the defense ofdeductible and maximum liability described in Section 10.02 and Section 10.03, and appoint the lead counsel in connection with, the Retained Litigationas applicable. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03or Section 10.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, Claim if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim (including any counterclaims filed by Sellers) and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. This cooperation shall be provided without cost or expense other than reimbursement of out-of-pocket travel or similar expenses subject to the provisions of Section 10.02 and Section 10.03, as applicable. (e) Each Indemnified Party must mitigate in accordance Other than with applicable Law any loss for respect to liabilities relating to matters covered by Section 7.07(a) (which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after shall be governed solely by Section 7.07), if the Indemnifying Party has paid is required to indemnify the Indemnified Party with respect to any Claim or assumes the defense of any Third Party Claim under Section 10.02 or Section 10.03, the Indemnifying Party shall have the right, in good faith, to determine all matters relating to the utilization of any indemnification provision insurance policy of any Transferred Company in connection with the Claim or Third Party Claim and shall be entitled to control all decisions relating to such claims under such insurance policies as if it were the named insured thereunder; provided, however, that notwithstanding anything in this Agreement in respect of that loss10.04(e) to the contrary, the Indemnified Party must notify shall entitled to indemnification pursuant to the provisions of Section 10.02 or Section 10.03 regardless of whether a claim under such insurance policies is pursued and regardless of whether any proceeds from such claim are collected. Buyer and Parent agree to cooperate and take all reasonable actions necessary to implement the intent of the provisions set forth in this clause (e), and each Indemnified Party further agrees that it will not take any action that is inconsistent with the provisions of this clause (e) and will refrain from taking any action or doing anything that would undermine the insurance benefits available to Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid as contemplated by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedthis Section 10.04(e). (f) Each Indemnified Party To the extent that the procedures set forth in this Section 10.04 conflict with the procedures set forth in Section 10.03, the procedures set forth in Section 10.03 shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02govern.

Procedures. (a) If any third party shall assert any claim against a GHS, The party seeking Learning Annex or a Shareholder, as the case may be, which, if successful, would entitle the such person to indemnification under Section 12.02 12(a) or (b), as the case may be, such person (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to shall give prompt a notice of such claim to the party against from whom indemnity is sought it intends to seek indemnification (the “"INDEMNIFYING PARTY") and the Indemnified Party shall have the right to assume the defense. If the Indemnified Party does assume such defense, the Indemnifying Party”) of Person shall indemnify and hold the assertion Indemnified Party harmless from and against any and all losses, damages and liabilities caused by or arising out of any claim, settlement or the commencement judgment of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section claim and will provide the Indemnifying Party such information Person may not claim that it does not have an indemnification obligation with respect thereto that the Indemnifying Party may reasonably requestthereto. The failure to so notify In addition, the Indemnifying Party shall not relieve have the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled right to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case claim at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, which case (i) the Indemnified Party shall cooperate in providing information to and consulting with the Indemnifying Party shall obtain about the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party claim; and (ii) the Indemnified Party shall not consent to the entry of judgment or enter into any settlement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If the Indemnified Party does not assume the defense of any such claim, the Indemnifying Party may defend against or settle such claim in such manner and on such terms as it in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate and shall be entitled to participate indemnification in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate respect thereof in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after Section 12(a) or (b), as the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedcase may be. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 9.02 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to give prompt notice written notice, but no later than 5 days after receipt thereof, to the party against whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”"CLAIM") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of of, investigation of, or corrective action required to be undertaken in response to, any Claim asserted by a third party, including any third party Governmental Authority (“Third Party Claim”"THIRD PARTY CLAIM") and, subject to the limitations set forth in this SectionSection or Section 9.04, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control expense subject to the defense of, deductible and appoint the lead counsel maximum liability described in connection with, the Retained LitigationSection 9.02. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03or Section 9.04, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, Claim if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim (including any counterclaims filed by Seller) and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. This cooperation shall be provided without cost or expense of the other party other than reimbursement of out-of-pocket travel or similar expenses subject to the provisions of Section 9.02. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.029.02. In addition, each party agrees that it will not, and agrees to use its best efforts to ensure that its Affiliates do not, voluntarily or by discretionary action, accelerate the timing, or increase the cost, of any obligations of the other party under this Article 9.

Procedures. (a) The Any party seeking indemnification under Section 12.02 Sections 8.02, 9.02, and 11.02 (the “Indemnified Party”) agrees to shall give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or Third Party Claim; provided that no delay on the commencement part of any suit, action or proceeding (“Claim”) the Indemnified Party in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations any liability or obligation hereunder, except to the extent such failure shall have adversely prejudiced that the Indemnifying Party. (b) Party has been prejudiced thereby. The Indemnifying Party shall be entitled to may, and at the request of the Indemnified shall, participate in and control the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its own expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) . If the Indemnifying Party shall assume the assumes control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03Claim, (i) the Indemnifying Party shall obtain the prior written consent of not be liable under Sections 8.02, 9.02 and 11.02 for any settlement effected by the Indemnified Party (which without its consent of any Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes the defense of a Third Party Claim and if the Indemnified Party later determines in good faith that a Third Party Claim is likely to materially adversely affect it or its business in a manner that may not be adequately compensated by the money damages, then the Indemnified Party may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise, or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim shall be at the Indemnified Party’s expense and shall not be unreasonably withheldeligible for indemnification from the Indemnifying Party, conditioned or delayed) before entering into any settlement of such Third Party Claim, if but the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Indemnifying Party shall be entitled to participate in be indemnified by the Indemnifying Party for the full amount of any other Damages suffered by the Indemnified Party as a result of or arising out of the Third Party Claim. The party controlling the defense of such Third Party Claim and to employ separate counsel any third party suit, action or proceeding shall keep the other party advised of its choice for such purpose. The fees and expenses the status of such separate counsel action, suit or proceeding and the defense thereof and shall be paid consider in good faith recommendations made by the Indemnified Partyother party with respect thereto. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under this Section 12.02 4.7 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except under this Agreement unless the failure to the extent give such failure shall have adversely prejudiced the notice is materially prejudicial to an Indemnifying Party. (b) The 's ability to defend such action and provided further, that the Indemnifying Party shall be entitled not assume the defense for matters as to participate which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim or litigation, subject shall, except with the consent of each Indemnified Party, consent to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense entry of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned judgment or delayed) before entering enter into any settlement of such Third Party Claim, if the settlement which does not release include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liabilities and obligations with liability in respect to such Third Party Claim claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partylitigation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under this Section 12.02 6 (the “"Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except under this Agreement unless the failure to the extent give such failure shall have adversely prejudiced the notice is materially prejudicial to an Indemnifying Party. (b) The 's ability to defend such action and provided further that the Indemnifying Party shall be entitled not assume the defense for matters as to participate which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim or litigation, subject shall, except with the consent of each Indemnified Party, consent to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense entry of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned judgment or delayed) before entering enter into any settlement of such Third Party Claim, if the settlement which does not release include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liabilities and obligations with liability in respect to such Third Party Claim claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partylitigation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 Sections 9.08 or 11.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“"Third Party Claim”") and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that it has acknowledged responsibility for the defense of such Claim; and provided further that The Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.0311.03, (i1) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii2) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) The party seeking If any Person entitled to seek indemnification under Section 12.02 10.2 or Section 10.3 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a Third Party (“Third Party Claim”) in respect of any matter that is subject to give prompt notice to indemnification under Section 10.2 or Section 10.3 the party Indemnified Party shall promptly (i) notify the Party against whom indemnity indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third Party Claim and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect thereto that to such claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Damages attributable to the Third Party may reasonably requestClaim, if known, and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely prejudiced (and then only to the extent) the Indemnifying PartyParty is prejudiced by such failure. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such defend a Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 10.5(b). The Indemnifying Party shall have full control of such defense and appoint lead counsel for such defenseproceedings, in each case at its expenseincluding any compromise or settlement thereof; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party shall be required with respect to any such compromise or settlement if (which shall not A) the Indemnified Party or any of its Affiliates would be unreasonably withheld, conditioned or delayed) before entering into required to pay any settlement monetary damages as a result of such Third compromise or settlement, (B) such compromise or settlement requires any admission of guilt or wrongdoing on the part of the Indemnified Party Claimor contains any sanction, if restriction or relief that would adversely affect the conduct of any business of the Indemnified Party or its Affiliates in any material respect or (C) such compromise or settlement does not fully and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or Claim. If requested by the settlement imposes injunctive or other equitable relief against Indemnifying Party, the Indemnified Party agrees, at the sole cost and (ii) expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.5(b), and the Indemnified Party shall be entitled bear its own costs and expenses with respect to participate in such participation; provided that notwithstanding the defense of such Third foregoing, the Indemnifying Party Claim and to employ separate counsel of its choice for such purpose. The fees shall pay the reasonable costs and expenses of such separate defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s outside counsel shall be paid by have reasonably concluded and advised in writing (with a copy to the Indemnifying Party) that there are defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party or (y) the Indemnified Party’s outside counsel shall have advised in writing (with a copy to the Indemnifying Party) that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. (dc) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution Any claim by an Indemnified Party on account of any Damages that does not result from a Third Party Claim (a “Direct Claim”) must be asserted by giving the Indemnifying Party written notice thereof prior to the expiration of the applicable survival period set forth in Section 10.1. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof and shall furnish indicate the estimated amount, if reasonably practicable, of Damages that have been or cause may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such twenty (20) Business Day period, the Indemnifying Party will be furnished deemed to have rejected such recordsclaim, information and testimony, and attend in which event the Indemnified Party will be free to pursue such conferences, discovery proceedings, hearings, trials or appeals, remedies as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) available to the Indemnified Party on the terms and subject to the provisions of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedthis Agreement. (fd) Each Any indemnification payment made pursuant to this Agreement shall be net of any insurance proceeds realized by and paid to the Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02in respect of such claim.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) The party seeking If any Person who or which is entitled to seek indemnification under Section 12.02 10.2 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to give prompt notice to indemnification under Section 10.2, the Indemnified Party shall promptly (i) notify the party against whom indemnity indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third Party Claim and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect thereto that to such claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party may reasonably requestClaim and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying PartyParty is prejudiced by such delay or omission. (b) The Indemnifying Party shall be entitled have the right to participate in defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of any Claim asserted by any third party (“the Third Party Claim”) and, subject Claim (such election to be without prejudice to the limitations set forth in right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this SectionArticle X), then the Indemnifying Party shall be entitled have the right to control the defense of defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 10.3(b). The Indemnifying Party shall have full control of such defense and appoint lead counsel for such defenseproceedings, in each case at its expenseincluding any compromise or settlement thereof; provided that Limited Brands the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates shall control Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense ofor settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.3(b), and appoint the lead counsel in connection with, the Retained LitigationIndemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.3(b), then the Indemnified Party shall assume have the control of right to defend, and be reimbursed for its reasonable cost and expense (but only if the defense of Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in accordance with the provisions good faith and have full control of this Section 12.03such defense and proceedings; provided, (i) the Indemnifying Party shall obtain the prior written consent of however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into ). The Indemnifying Party may participate in, but not control, any defense or settlement of such Third Party Claim, if the settlement does not release controlled by the Indemnified Party from all liabilities pursuant to this Section 10.3(c), and obligations the Indemnifying Party shall bear its own costs and expenses with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partyparticipation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution Any claim by an Indemnified Party on account of any Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and shall furnish will indicate the estimated amount, if reasonably practicable, of Damages that has been or cause may be sustained by the Indemnified Party. The Indemnifying Party will have a period of five Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such five Business Day period, the Indemnifying Party will be furnished deemed to have rejected such recordsclaim, information and testimony, and attend in which event the Indemnified Party will be free to pursue such conferences, discovery proceedings, hearings, trials or appeals, remedies as may be reasonably requested in connection therewithavailable to the Indemnified Party on the terms and subject to the provisions of this Agreement. (e) Each Indemnified Party must mitigate in accordance with applicable Law Any indemnification payment made pursuant to this Agreement shall be net of any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has insurance proceeds realized by and paid to the Indemnified Party under any indemnification provision of this Agreement in respect of that losssuch claim, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) Loss shall take into account any net Tax benefits attributable to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedcircumstance or event giving rise to such Loss. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under Section 12.02 this Agreement (the “each, an "Indemnified Party”") agrees to shall give prompt written notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of Claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party may reasonably request. The failure to so notify and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate , in the investigation or defense of any such Claim asserted by any third party (“Third Party Claim”) andshall, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance except with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the each Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed) before entering ), consent to entry of any judgment or enter into any settlement of such Third Party Claim, if the settlement or compromise which does not include an unconditional release of the Indemnified Indemnifying Party from all liabilities and obligations with liability in respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purposeClaim. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, furnish such information regarding itself or from any other Person alleged to the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be responsible, for any Damages payable under Section 12.02reasonably required in connection with the investigation and defense of such Claim.

Procedures. The obligations and liabilities of the parties with respect to Claims subject to indemnification under this Section 11, (“Indemnified Claims”), will be subject to the following terms and conditions: 11.3.1 The party claiming a right to indemnification hereunder (“Indemnified Person”) will give prompt written notice to the indemnifying party (“Indemnifying Person”) of any Indemnified Claim, stating its nature, basis and amount, to the extent known. Each such notice will be accompanied by copies of all relevant documentation, including any summons, complaint or other pleading that may have been served or any written demand or other document. 11.3.2 With respect to any Indemnified Claim: (a) The party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that Person will defend or settle the Indemnified Claim, subject to provisions of this subsection, (b) the Indemnified Person will, at the Indemnifying Party may reasonably request. The failure Person’s sole cost and expense, cooperate in the defense by providing access to so notify witnesses and evidence available to it, (c) the Indemnifying Party shall not relieve Indemnified Person will have the Indemnifying Party of right to participate in any defense at its obligations hereunder, except own cost and expense to the extent such failure shall have adversely that, in its judgment, the Indemnified Person may otherwise be prejudiced thereby, (d) the Indemnified Person will not settle, offer to settle or admit liability in any Indemnified Claim without the written consent of an officer of the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense ofPerson, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (ie) the Indemnifying Party shall obtain Person will not settle, offer to settle or admit liability as to any Indemnified Claim in which it controls the prior defense if such settlement, offer or admission contains any admission of fault or guilt on the part of the Indemnified Person, or would impose any liability or other restriction or encumbrance on the Indemnified Person, without the written consent of an officer of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified PartyPerson. (d) 11.3.3 Each party shall cooperatewill cooperate with, and cause their respective Affiliates comply with all reasonable requests of, each other party and act in a reasonable and good faith manner to cooperate, in minimize the defense or prosecution scope of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithIndemnified Claim. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 If any Party (the “Indemnified Party”) agrees receives notice of any Third Party Claim for which the other Party has an obligation to give prompt notice to the party against whom indemnity is sought indemnify (the “Indemnifying Party”) of ), the assertion of any claimIndemnified Party shall, or the commencement of any suitas promptly as is reasonably possible, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide give the Indemnifying Party notice of such information with respect thereto Third Party Claim; provided, however, that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party give such notice promptly shall not only relieve the Indemnifying Party of its obligations hereunder, except any indemnification obligation it may have hereunder to the extent such failure shall have adversely prejudiced diminishes the ability of the Indemnifying Party. (b) Party to respond to or to defend against such Third Party Claim. The Indemnifying Party and the Indemnified Party shall be entitled consult and cooperate with each other regarding the response to participate in and the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall, upon its acknowledgment in writing of its obligation to indemnify, be entitled to and shall assume the control defense or represent the interests of the defense Indemnified Party (or any other applicable indemnified parties) in respect of any such Third Party Claim Claim, that shall include the right to select and direct legal counsel and other consultants to appear in accordance with proceedings on behalf of the provisions Indemnified Party (or any other applicable indemnified parties) and to propose, accept or reject offers of this Section 12.03settlement, all at its sole cost; provided, however, that no such settlement that requires any payment or action by or admits wrongdoing of the Indemnified Party (ior any other applicable indemnified parties) the Indemnifying Party shall obtain be made without the prior written consent of the Indemnified Party (which shall Party, such consent not to be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release . Nothing herein shall prevent the Indemnified Party from all liabilities retaining its own counsel and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party participating in its own defense at its own cost and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partyexpense. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The A party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to give prompt in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third-Party Claim”) shall deliver notice (a “Claim Notice”) in respect thereof to the party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the assertion of any claimThird-Party Claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will shall provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request, to the extent such information is reasonably available. The failure to so notify deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third-Party Claim that is exclusively for civil monetary damages at Law pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 15 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not relieve be entitled to assume the defense of any Third-Party Claim that (i) seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief, (ii) relates to or arises in connection with any criminal action, indictment, allegation or investigation, (iii) presents, under applicable standards of professional conduct, a conflict on any significant issue between the Indemnified Party and the Indemnifying Party of its obligations hereunderor (iv) involves a material customer, except to supplier or distributor, and the extent such failure Indemnified Party shall have adversely prejudiced the right to defend, at the expense of the Indemnifying Party. (b) , any such Third-Party Claim. The Indemnifying Party shall be entitled liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third-Party Claim within the time period and otherwise in accordance with the first sentence of this Section 7.4(b), then the Indemnified Party shall have the sole right to assume the defense of and to settle such Third-Party Claim. If the Indemnifying Party assumes the defense of such Third-Party Claim, then the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of any Claim asserted such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by any third party the Indemnifying Party or (“Third Party Claim”ii) and, subject the named parties to the limitations set forth in this Section, shall be entitled to control the defense of such Third Third-Party Claim (including any impleaded parties) include both the Indemnified Party and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense ofIndemnifying Party, and appoint the lead Indemnified Party reasonably determines that representation by counsel in connection with, to the Retained Litigation. (c) Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party shall assume the control of assumes the defense of any Third Third-Party Claim in accordance Claim, then the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the provisions Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of this Section 12.03any Third-Party Claim, (i) then the Indemnifying Party shall obtain not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheldParty, conditioned or delayed) before entering enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Third-Party ClaimClaim if such settlement, if the settlement compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liabilities and obligations with liability in respect to of such Third Third-Party Claim or the settlement (iii) imposes injunctive equitable remedies or other equitable relief against any obligation on the Indemnified Party and (ii) other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request, to the extent such information is reasonably available. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (d) The indemnification required hereunder shall be made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith, as and when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party. (e) The Indemnifying Party shall not be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall require that any action be paid made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (df) Each party shall cooperateNotwithstanding the provisions of Section 9.9, and cause their respective Affiliates each Indemnifying Party hereby consents to cooperate, in the defense or prosecution nonexclusive jurisdiction of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested court in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement an Action in respect of that loss, the a Third-Party Claim is brought against any Indemnified Party must notify for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party and pay with respect to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedclaim anywhere. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 8.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure shall have adversely prejudiced the Indemnifying Partyto provide timely notice. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Indemnified Party shall obtain the prior written consent of the Indemnified Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such any Claim asserted by any third party (“Third Party Claim, if the settlement does not release ”) for which the Indemnified Party will seek indemnification from all liabilities and obligations with respect to such Third the Indemnifying Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partyhereunder. (dc) Each party Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (fd) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.028.02.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) The party seeking Any Buyer Indemnitee or Seller Indemnitee claiming indemnification under Section 12.02 this Agreement (the an “Indemnified Party”) agrees with respect to give prompt notice any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification hereunder shall (i) notify the party against whom indemnity is sought other Party (the “Indemnifying Party”) of the assertion Third Party Claim within thirty (30) days of the date on which the Indemnified Party knows or should have known of the Third Party Claim, and (ii) transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the basis of the Indemnified Party’s request for indemnification under this Agreement and the amount of the Damages estimated to arise therefrom. Subject to Section 10.01, failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to defend any such Third Party Claim, upon notice to the Indemnified Party within fifteen (15) days of receipt of a Claim Notice in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any claimThird Party Claim for equitable or injunctive relief or any claim that would impose criminal liability. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period or in accordance with the first sentence of this Section 9.03(b), or the commencement Indemnified Party shall have the right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party assumes the defense of any suitThird Party Claim, action the Indemnified Party shall, at the Indemnifying Party’s expense (but only if the Indemnified Party is actually entitled to indemnification hereunder), cooperate with the Indemnifying Party in such defense and, at no cost to the Indemnifying Party, make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or proceeding under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless, in the case of the Indemnifying Party being Seller or its Affiliates, such settlement agreement also covers in all material respects at least a part of the Retained Business that is subject to the same Third Party Claim and the Business is treated in a substantially similar manner as the Retained Business (other than exceptions related to the size of the Business relative to the Retained Business) in such settlement agreement. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.03(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party is not defending the Indemnified Party pursuant to Section 10.03(b), then the Indemnified Party shall defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party, in all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 11.03(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Damage or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party within 30 days of the date on which indemnity may be sought under such Section the Indemnified Party knows of the Direct Claim, and will shall provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party of its obligations hereunder, except from any other obligation or liability that it may have to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Indemnified Party shall be entitled or otherwise than pursuant to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) Article X. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall assume the control be conclusively deemed a liability of the defense of any Third Indemnifying Party Claim in accordance with the provisions of this Section 12.03, (i) hereunder and the Indemnifying Party shall obtain pay the prior written consent amount of such liability to the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third on demand. If the Indemnifying Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect agrees that it has an indemnification obligation but asserts that it is obligated to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid pay a lesser amount than that claimed by the Indemnified Party. (d) Each party , the Indemnifying Party shall cooperatepay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. Buyer and cause their respective Affiliates Seller hereby covenant and agree that, to cooperatethe extent there is a disagreement with respect to a Direct Claim, they shall endeavor to negotiate in the defense or prosecution good faith to arrive at a resolution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithdisagreement. (e) Each Indemnified Party must mitigate Notwithstanding anything to the contrary contained herein, Seller shall have the sole and absolute right to defend and control the defense of each of the matters set forth on Schedule 4.10, and such right to defend and control shall not be subject to the requirements or limitations otherwise set forth in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement Section 10.03 in respect of that loss, the Indemnified Third Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedClaims. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 this Article 10 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim, claim or the commencement of any suit, action or proceeding by any third party (a “Third-Party Claim”) in respect of which indemnity may be sought under such Section section. Such notice shall set forth in reasonable detail the facts and will provide circumstances of such Third-Party Claim and the Indemnifying Party such basis for indemnification in respect thereof (taking into account the information with respect thereto that then available to the Indemnifying Party may reasonably requestIndemnified Party). The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely has prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) andshall, subject to the limitations set forth in this SectionSection 10.03, shall be entitled have the right, upon written notice to control the Indemnified Party, to assume the defense of any Third-Party Claim at the expense of the Indemnifying Party, with counsel selected by the Indemnifying Party. If the Indemnifying Party does not so elect to assume the defense of such Third Third-Party Claim and appoint lead counsel for such defenseClaim, in each case at its expense; provided that Limited Brands or its Affiliates the Indemnified Party shall control have the sole right to assume the defense of, and appoint of such Third-Party Claim. If the lead counsel in connection withIndemnifying Party assumes the defense of such Third-Party Claim, the Retained LitigationIndemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party and shall not constitute indemnifiable Damages hereunder unless (i) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, or (ii) in the reasonable judgment of the Indemnified Party’s counsel, the representation of both the Indemnifying Party and such Indemnified Party by the same counsel would present such counsel with a conflict of interest under applicable standards of professional conduct. (c) If the Indemnifying Party shall assume assumes the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 12.0310.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned) before entering into any settlement of such Third Third-Party Claim, if the settlement (A) does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Third-Party Claim or the settlement Claim, (B) imposes injunctive or other injunctive, equitable relief against or any obligation on the Indemnified Party and (ii) or any of its Affiliates other than solely the payment of money damages for which the Indemnified Party shall will be entitled to participate in the defense fully indemnified hereunder, (C) involves a finding or admission of such Third Party Claim and to employ separate counsel wrongdoing or violation of its choice for such purpose. The fees and expenses of such separate counsel shall be paid Applicable Law by the Indemnified Party, (D) encumbers the assets of the Indemnified Party or imposes any restriction or condition that would apply to or adversely affect the Indemnified Party or (E) reasonably could be expected to have a material adverse effect on the Taxes of Parent, the Surviving Corporation or their respective Affiliates for a taxable period or portion thereof beginning after the Closing Date. The Indemnified Party shall not settle any Third-Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). (d) Each party shall cooperate, and cause their respective its Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim Claim, and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each In the event an Indemnified Party must mitigate in accordance with applicable Law any loss has a claim for which such Indemnified Party seeks indemnification indemnity under this Agreement. If such Indemnified Party mitigates its loss after Article 10 against the Indemnifying Party has paid the Indemnified that does not involve a Third-Party under any indemnification provision of this Agreement in respect of that lossClaim (a “Direct Claim”), the Indemnified Party must agrees to give prompt notice thereof in writing to the Indemnifying Party. Such notice shall set forth in reasonable detail the facts and circumstances of such Direct Claim and the basis for indemnification in respect thereof (taking into account the information then available to the Indemnified Party). The failure of the Indemnified Party to so notify the Indemnifying Party and pay to shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by failure shall have prejudiced the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party To the extent anything in this Section 10.03 is inconsistent with Section 8.01(e), the provisions of Section 8.01(e) shall use reasonable efforts govern with respect to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02Tax Contest.

Procedures. (a) The Each party seeking entitled to indemnification under Section 12.02 this Agreement (the “"Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of Claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party may reasonably request. The failure to so notify and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate , in the investigation or defense of any such Claim asserted by any third party (“Third Party Claim”) andshall, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance except with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the each Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed) before entering ), consent to entry of any judgment or enter into any settlement of such Third Party Claim, if the settlement or compromise which does not include an unconditional release of the Indemnified Indemnifying Party from all liabilities and obligations with liability in respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purposeClaim. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, furnish such information regarding itself or from any other Person alleged to the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be responsible, for any Damages payable under Section 12.02reasonably required in connection with the investigation and defense of such Claim.

Procedures. (a) The party Any Person seeking indemnification under Section 12.02 6.2 (the “"Indemnified Party”") agrees to give prompt written notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim that does not involve a Third Party Claim, which notice shall describe in reasonable detail the nature of the claim, or an estimate of the commencement amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party disputes such claim and such dispute is not resolved by the parties, such dispute shall be resolved in accordance with Section 7.9. (b) If an Indemnified Party is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under this Section, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such Third Party Claim), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that any failure to timely give such notice shall not relieve the Indemnifying Party of any suitof its obligations under this Section 6 except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c) Any Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to 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, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the person or entity asserting the Third Party Claim or any cross-complaint against any person or entity, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto hereunder, provided that the Indemnifying Party may reasonably requestwill give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The failure Indemnifying Party (if the Indemnified Party is entitled to so notify indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. (d) If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (e) Notwithstanding the other provisions of this Section 6.3, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 6.3 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not relieve be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 6.3 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. (f) After it has been determined, by acknowledgment, agreement, or ruling of court of law, that an Indemnifying Party is liable to the Indemnified Party under this Section 6, the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of its obligations hereunder, except a notice reasonably itemizing the amount of the Liability but only to the extent such failure shall have adversely prejudiced actually paid or suffered by the Indemnifying Indemnified Party. (bg) The Indemnifying In the event a Third Party Claim is brought in which the liability as between the Partnership and the Contributor is alleged to be joint (it being agreed that any Third Party Claim related to a Pre-Closing Contingent Liability shall be entitled deemed joint) or in which the entitlement to participate indemnification under this Section 6 has not been determined, the Partnership and the Contributor shall cooperate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the joint defense of such Third Party Claim and appoint lead counsel for shall offer to each other such defense, assistance as may reasonably be requested in each case at its expense; provided that Limited Brands or its Affiliates shall control order to ensure the defense of, proper and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the adequate defense of any Third Party Claim in accordance with such matter. Such joint defense shall be under the provisions general management and supervision of this Section 12.03the party which is expected to bear the greater share of the liability, (i) unless otherwise agreed; provided, however, that neither party shall settle or compromise any such joint defense matter without the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (other, which consent shall not be unreasonably withheld, conditioned withheld or delayed) before entering into any settlement . Any uninsured costs of such Third Party Claimjoint defense shall be borne as the parties may agree, provided, however, that in the absence of such agreement, the defense costs shall be borne by the party incurring such costs; provided, further, that, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be it is determined that one party was entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that lossSection 6, the Indemnified Party must notify other party shall reimburse the Indemnifying Party and pay party entitled to the Indemnifying Party the extent indemnification for all of the value of the benefit (or, if less, the amount of any its costs incurred in connection with such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receiveddefense. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under Section 12.02 this Agreement (the “"Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of Claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party may reasonably request. The failure to so notify and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, under this Agreement except to the extent such failure shall have adversely prejudiced that the Indemnifying Party is prejudiced thereby. No Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate , in the investigation or defense of any such Claim asserted by any third party (“Third Party Claim”) andshall, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance except with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the each Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed) before entering ), consent to entry of any judgment or enter into any settlement of such Third Party Claim, if the settlement or compromise which does not include an unconditional release of the Indemnified Indemnifying Party from all liabilities and obligations with liability in respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purposeClaim. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, furnish such information regarding itself or from any other Person alleged to the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be responsible, for any Damages payable under Section 12.02reasonably required in connection with the investigation and defense of such Claim.

Procedures. (a) The party seeking Any Person desiring indemnification under Section 12.02 this Article VII and entitled thereto (the an “Indemnified Party”) agrees to shall, promptly upon becoming aware thereof, give prompt written notice thereof to the party against whom indemnity is sought Party obligated to indemnify such Indemnified Party (such notified Party, the “Indemnifying Responsible Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto ); provided that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually prejudiced thereby. Such notice by such failure Indemnified Party shall have adversely prejudiced state the Indemnifying Partyamount of the claim, if known, and the method of computation thereof, the nature of such claim and a reference to the provision of this Agreement upon which such claim is based, all with reasonable particularity. (b) The Indemnifying If a claim, action, suit or Proceeding by a Person other than a Party shall be entitled to participate in the defense of any Claim asserted by any third party hereto (a “Third Third-Party Claim”) andis made against any Indemnified Party, subject and if such Indemnified Party intends to seek indemnification with respect thereto under this Article VII, such Indemnified Party shall promptly notify the limitations set forth in this Section, shall be entitled to control the defense Responsible Party of such Third Party Claim and appoint lead counsel for such defense, in each case at its expenseclaims; provided that Limited Brands or the failure to so notify shall not relieve the Responsible Party of its Affiliates shall control obligations hereunder, except to the defense of, and appoint extent that the lead counsel in connection with, the Retained LitigationResponsible Party is actually prejudiced thereby. (c) With respect to any Third-Party Claim, the Responsible Party shall have thirty (30) days after receipt of such notice (or such shorter period as an answer or response is required in any Proceeding) to assume the conduct and control, at the expense of the Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party and the fees and expenses of such counsel shall be borne by the Indemnified Party. Notwithstanding the foregoing, the Responsible Party shall not be entitled to assume control of the defense as to any matter, and if subject to indemnification under this Article VII, shall pay the reasonable fees and expenses of counsel selected and retained by the Indemnified Party, in connection with: (i) any Third-Party Claim seeking specific performance or other equitable remedies, (ii) any Third-Party Claim in which a conflict of interest exists between the Responsible Party and the Indemnified Party, or (iii) any Third-Party Claim with respect to which the Indemnified Party determines in good faith that the Losses relating to such claim are likely to exceed the maximum amount that the Indemnified Party would then be entitled and able (after taking into account the financial resources of the Responsible Party) to recover under the applicable provisions of this Article VII (collectively, the “Litigation Control Conditions”). If the Indemnifying Indemnified Party shall assume assumes the control of the defense of any Third such Third-Party Claim in accordance with because the provisions Third-Party Claim meets one or more of this Section 12.03the Litigation Control Conditions, (i) the Indemnifying Indemnified Party shall obtain have the right to assume control of the defense of the Third-Party Claim but shall not thereby waive any right to indemnification therefor pursuant to this Agreement; provided, however, that the Indemnified Party shall not consent to an entry of judgment or settle such Third-Party Claim without the prior written consent of the Indemnified Party (Responsible Party, which shall not be unreasonably withheld. The Responsible Party shall, conditioned if it agrees and is reasonably expected to be able to pay the full amount thereof, be permitted independently to consent to an entry of judgment or delayed) before entering into settle any settlement of such Third Third-Party Claim, if provided that (i) the Responsible Party pays in full all monetary amounts due under the settlement, (ii) the settlement does not release impose any non-monetary relief or future obligation on the Indemnified Party from all liabilities Party, and obligations with respect to such Third Party Claim or (iii) the settlement imposes injunctive does not contain any findings of fact or other equitable relief against an admission of liability of guilt on the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense part of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party Any Indemnified Party shall cooperate, cooperate in all reasonable respects with the Responsible Party and cause their respective Affiliates to cooperate, its attorneys in the investigation, trial and defense or prosecution of any Third Third-Party Claim and any appeal arising therefrom and, at the expense of the Responsible Party, shall furnish or cause to be furnished such books, records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, and appeals as may be reasonably requested in connection therewith. (e) Each Indemnified . Such cooperation shall include access during normal business hours afforded to the Responsible Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates and its loss after the Indemnifying Party has paid agents and representatives to, and reasonable retention by the Indemnified Party under any indemnification provision of this Agreement in respect of that lossof, books, records and information which have been identified by the Indemnified Responsible Party must notify the Indemnifying as being reasonably relevant to such Third-Party Claim, and pay making employees available on a mutually convenient basis to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount provide additional information and explanation of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedmaterial provided hereunder. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking Any Person desiring indemnification under Section 12.02 this Article X and entitled thereto (the an “Indemnified Party”) agrees to shall, promptly upon becoming aware thereof, give prompt written notice thereof to the party against whom indemnity is sought Party obligated to indemnify such Indemnified Party (such notified Party, the “Indemnifying Responsible Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto ); provided that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually prejudiced thereby. Such notice by such failure Indemnified Party shall have adversely prejudiced state the Indemnifying Partyamount of the claim, if known, and the method of computation thereof, the nature of such claim and a reference to the provision of this Agreement upon which such claim is based, all with reasonable particularity. (b) The Indemnifying If a claim, action, suit or Proceeding by a Person other than a Party shall be entitled to participate in the defense of any Claim asserted by any third party hereto (a “Third Third-Party Claim”) andis made against any Indemnified Party, subject and if such Indemnified Party intends to seek indemnification with respect thereto under this Article X, such Indemnified Party shall promptly notify the limitations set forth in this Section, shall be entitled to control the defense Responsible Party of such Third Party Claim and appoint lead counsel for such defense, in each case at its expenseclaims; provided that Limited Brands or the failure to so notify shall not relieve the Responsible Party of its Affiliates shall control obligations hereunder, except to the defense of, and appoint extent that the lead counsel in connection with, the Retained LitigationResponsible Party is actually prejudiced thereby. (c) With respect to any Third-Party Claim, the Responsible Party shall have thirty (30) days after receipt of such notice (or such shorter period as an answer or response is required in any Proceeding) to assume the conduct and control, at the expense of the Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party and the fees and expenses of such counsel shall be borne by the Indemnified Party. Notwithstanding the foregoing, the Responsible Party shall not be entitled to assume control of the defense as to any matter, and if subject to indemnification under this Article X, shall pay the reasonable fees and expenses of counsel selected and retained by the Indemnified Party, in connection with: (i) any Third-Party Claim seeking specific performance or other equitable remedies, (ii) any Third-Party Claim in which a conflict of interest exists between the Responsible Party and the Indemnified Party, or (iii) any Third-Party Claim with respect to which the Indemnified Party determines in good faith that the Losses relating to such claim are likely to exceed the maximum amount that the Indemnified Party would then be entitled and able (after taking into account the financial resources of the Responsible Party) to recover under the applicable provisions of this Article X (collectively, the “Litigation Control Conditions”). If the Indemnifying Indemnified Party shall assume assumes the control of the defense of any Third such Third-Party Claim in accordance with because the provisions Third-Party Claim meets one or more of this Section 12.03the Litigation Control Conditions, (i) the Indemnifying Indemnified Party shall obtain have the right to assume control of the defense of the Third-Party Claim but shall not thereby waive any right to indemnification therefor pursuant to this Agreement; provided, however, that the Indemnified Party shall not consent to an entry of judgment or settle such Third-Party Claim without the prior written consent of the Indemnified Party (Responsible Party, which shall not be unreasonably withheld. The Responsible Party shall, conditioned if it agrees and is reasonably expected to be able to pay the full amount thereof, be permitted independently to consent to an entry of judgment or delayed) before entering into settle any settlement of such Third Third-Party Claim, if provided that (i) the Responsible Party pays in full all monetary amounts due under the settlement, (ii) the settlement does not release impose any non-monetary relief or future obligation on the Indemnified Party from all liabilities Party, and obligations with respect to such Third Party Claim or (iii) the settlement imposes injunctive does not contain any findings of fact or other equitable relief against an admission of liability or guilt on the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense part of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party Any Indemnified Party shall cooperate, cooperate in all reasonable respects with the Responsible Party and cause their respective Affiliates to cooperate, its attorneys in the investigation, trial and defense or prosecution of any Third Third-Party Claim and any appeal arising therefrom and, at the expense of the Responsible Party, shall furnish or cause to be furnished such books, records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, and appeals as may be reasonably requested in connection therewith. (e) Each Indemnified . Such cooperation shall include access during normal business hours afforded to the Responsible Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates and its loss after the Indemnifying Party has paid agents and representatives to, and reasonable retention by the Indemnified Party under any indemnification provision of this Agreement in respect of that lossof, books, records and information which have been identified by the Indemnified Responsible Party must notify the Indemnifying as being reasonably relevant to such Third-Party Claim, and pay making employees available on a mutually convenient basis to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount provide additional information and explanation of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedmaterial provided hereunder. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. Claims for indemnification under this Article IX shall be asserted and resolved as follows: (a) The party seeking Any Buyer Indemnitee or Seller Indemnitee claiming indemnification under Section 12.02 this Article IX (the an “Indemnified Party”) agrees with respect to give any claim (other than a Tax Claim) asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 9.02 shall provide prompt written notice (a “Claim Notice”) to the party against whom indemnity is sought other Party (the “Indemnifying Party”) of the assertion Third Party Claim. A Claim Notice shall describe in reasonable detail the facts constituting the basis for such third-party claim and the amount of any claimthe potential Damages, or in each case, to the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably requestextent known. The failure Failure to so notify the Indemnifying Party shall in accordance with this Section 9.03(a) will not relieve the Indemnifying Party of its obligations hereunderany Liability that it may have to the Indemnified Party, except to the extent such failure shall have adversely prejudiced (1) the Indemnifying Party is actually and materially prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnifying Party of such Third Party Claim in accordance with this Section 9.03(a) on or prior to the applicable Survival Expiration Date. (b) The Subject to the participation rights of the R&W Insurer under the terms of the R&W Insurance Policy, an Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) andmay elect, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its option and expense; provided that Limited Brands or its Affiliates shall control the defense of, to assume and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of thereafter conduct the defense of any Third Party Claim in accordance with counsel of the provisions of this Section 12.03, Indemnifying Party’s choice (iwhich shall be reasonably acceptable to the Indemnified Party) if the Indemnifying Party shall obtain the prior written consent of provides the Indemnified Party with written notice of such election within thirty (which shall not be unreasonably withheld, conditioned or delayed30) before entering into any settlement days of the date the Indemnifying Party receives notice of such Third Party Claim; provided, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and however, that: (iii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of at its choice for such purpose. The fees and expenses own expense to assist in the handling of such separate counsel Third Party Claim; (ii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement or compromise of, admitting any Liability with respect to, or discharging, such Third Party Claim (unless such settlement or compromise is solely for monetary damages that are indemnified in full by the Indemnifying Party and such settlement or compromise does not involve any admission of guilt); and (iii) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof a release from all Liability of each Indemnified Party given by each claimant or plaintiff with respect to such Third Party Claim. (c) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (but shall be paid by entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement any Third Party Claim if (i) the Third Party Claim seeks an order, injunction, non-monetary or other equitable relief against the Indemnified Party; (ii) is reasonably likely to involve a conflict of interest between the Indemnified Party and the Indemnifying Party (as determined based on the advice of counsel to the Indemnified Party); (iii) the claim for indemnification involves a customer or other Person with whom the Indemnified Party or its Affiliates has a strategic relationship; (iv) in the event the Third Party Claim were to be unfavorably decided, such Third Party Claim would be reasonably likely to impose material Liability on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder; (v) in the event the Third Party Claim were to be unfavorably decided, the Indemnified Party would be reasonably likely to be liable for Damages greater than the amount reasonably expected to be received from the Indemnifying Party; or (vi) the Third Party Claim involves a criminal proceeding, action, indictment, allegation or investigation. (d) Each party shall cooperate, If the Indemnified Party gives an Indemnifying Party notice of a Third Party Claim and cause their respective Affiliates the Indemnifying Party is not entitled to cooperate, in assume the defense of the Third Party Claim or prosecution does not, within thirty (30) days after such notice is given, (i) give notice to the Indemnified Party of its election to assume the defense of the Third Party Claim and (ii) thereafter promptly assume such defense, then the Indemnified Party may conduct the defense of such Third Party Claim; provided, however, that the Indemnified Party will not enter into any settlement or compromise with respect to such Third Party Claim without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed, unless the terms of such settlement or compromise provide for a complete release of the claims that are the subject of such Third Party Claim in favor of the Indemnifying Party. (e) A claim for indemnification pursuant to this Article IX for any matter not involving a Third Party Claim shall be promptly asserted by the Indemnified Party to the Indemnifying Party in writing, setting forth in reasonable detail the obligation with respect to which the claim is made, the facts giving rise to and the alleged basis for such claim and, if known or reasonably ascertainable, the amount of Damages asserted or which may be asserted by reason thereof. Failure to notify the Indemnifying Party in accordance with this Section 9.03(e) will not relieve the Indemnifying Party of any Liability that it may have to the Indemnified Party, except to the extent (1) the Indemnifying Party is actually and material prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnifying Party of such Third Party Claim in accordance with this Section 9.03(e) on or prior to the applicable Survival Expiration Date. (f) If the Indemnifying Party assumes control of the defense of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that lossSection 9.03, the Indemnified Party must notify shall cooperate with the Indemnifying Party in such defense and pay make available to the Indemnifying Party all such witnesses, records, materials and information in the extent of Indemnified Party’s possession or under the value of the benefit (or, if less, the amount of any such loss previously paid Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Party during normal business hours and upon reasonable advance notice at the Indemnifying Party’s cost and expense. If the Indemnifying Party does not (or is not entitled to) assume control of the defense of any Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party of that mitigation (less all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably requested by the Indemnified Party during normal business hours and upon reasonable advance notice at the Indemnifying Party’s reasonable costs cost and expense. All such access shall be granted under conditions which shall not unreasonably interfere with the business and operations of mitigationthe applicable party providing such access. If the Indemnifying Party assumes control of the defense of any Third Party Claim in accordance with this Section 9.03, the Indemnifying Party shall (A) within two Business Days after keep the benefit is receivedIndemnified Party apprised of all material developments and allow the Indemnified Party to participate in such defense, (B) not withdraw from the defense of such Third Party Claim without providing advance written notice to the Indemnified Party reasonably sufficient to allow the Indemnified Party to prepare to reassume the defense of such Third Party Claim, and (C) conduct the defense of the Third Party Claim actively and diligently. (fg) Each Indemnified For the avoidance of doubt, Article VI and not this Section 9.03 shall govern the conduct of any Tax Claim. (h) Notwithstanding anything to the contrary contained herein, the control of the defense and settlement of any Third Party Claim for which a Buyer Indemnitee is solely seeking recovery under the R&W Insurance Policy shall use reasonable efforts be subject to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02the provisions of the R&W Insurance Policy.

Procedures. (a) The party seeking indemnification A Person that may be entitled to be indemnified under Section 12.02 this Agreement (the “Indemnified Party”) agrees to give prompt notice to ), shall promptly notify the party against whom indemnity is sought or parties liable for such indemnification (the “Indemnifying Party”) of the assertion in writing of any claimpending or threatened claim or demand that the Indemnified Party has determined has given or would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, or the commencement of any suit, action or proceeding (such claim being a “Third Party Claim”) ), describing in reasonable detail the facts and circumstances with respect to the subject matter of which indemnity may be sought under such Section and will claim or demand (to the extent then known); provided that the failure to provide such notice shall not release the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any of its obligations hereunder, under this Article IX except to the extent such failure shall have adversely prejudiced the Indemnifying PartyParty is actually prejudiced by such failure, it being agreed that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 9.1 for such representation, warranty, covenant or agreement. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject Subject to the limitations set forth in provisions of this SectionSection 9.4, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party and to defend against, negotiate, settle or otherwise deal with any Third Party Claim, or otherwise assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03Claim, (i) which relates to any Losses alleged to be indemnifiable by it hereunder. If the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheldelects to defend against, conditioned negotiate, settle or delayed) before entering into otherwise deal with any settlement of such Third Party Claim, if or otherwise assume the settlement does not release defense of any Third Party Claim, which relates to any Losses alleged to be indemnifiable by it hereunder, it shall, within twenty (20) days of the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or Party’s written notice of the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense assertion of such Third Party Claim and pursuant to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperateSection 9.4(a), and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of its intent to do so; provided that mitigation (less the Indemnified Party’s reasonable costs Indemnifying Party must conduct its defense of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Third Party shall use reasonable efforts Claim reasonably diligently thereafter in order to collect any amounts available under insurance coverage, or from any other Person alleged preserve its rights in this regard. If the Indemnifying Party elects not to be responsible, for any Damages payable under Section 12.02.defend against,

Procedures. (a) The In order for a party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to give prompt be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof to the party against whom indemnity is sought Securityholder Representative, on behalf of the Holders, Optionholders and Warrantholder, or to the Parent, as applicable (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of written notice of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section Third Party Claim and will shall provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim that is exclusively for civil monetary damages at law pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 15 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in assume the defense of any Third Party Claim asserted by for equitable or injunctive relief or any third party (“claim that would impose criminal liability or damages, and the Indemnified Party shall have the right to defend any such Third Party Claim”) and, subject . If the Indemnifying Party does not expressly elect to the limitations set forth in this Section, shall be entitled to control assume the defense of such Third Party Claim within the time period and appoint lead counsel for otherwise in accordance with the first sentence of this Section 8.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such defenseThird Party Claim and, in each case at its expense; provided any such case, shall (x) keep the Securityholder Representative informed of all material developments relating to such Third Party Claim and (y) promptly provide to the Securityholder Representative copies of all pleadings, notices and communications with respect to such Third Party Claim to the extent that Limited Brands or its Affiliates shall control receipt of such documents does not waive any privilege. Notwithstanding anything to the defense ofcontrary in this Agreement, and appoint in the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of event that the defense of any Third Party Claim is conducted by the Indemnified Party in accordance with the provisions of this Section 12.038.4(b), the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement or compromise of such Third Party Claim without the prior written consent of the Securityholder Representative (it being understood and agreed that the Securityholder Representative may withhold consent to any requested settlement if the Securityholder Representative believes in good faith that there is not any underlying basis for indemnification under Section 8.2 with respect to such settlement and absent such consent, the mere existence of such Third Party Claim shall not be deemed indicative of the existence or amount of indemnifiable Losses relating to such Third Party Claim). If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall obtain not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheldParty, conditioned or delayed) before entering enter into any settlement or compromise or consent to the entry of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (A) involves a finding or admission of wrongdoing, (B) does not include an unconditional written release by the settlement imposes injunctive claimant or other equitable relief against plaintiff of the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate from all liability in the defense respect of such Third Party Claim and or (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (c) Subject to employ separate counsel the limitations set forth herein, the indemnification required hereunder in respect of its choice for such purpose. The fees and expenses of such separate counsel a Third Party Claim shall be paid made by prompt payment by the Escrow Agent (to the extent of any amounts then held in the Escrow Fund if applicable) or the Indemnifying Party (to the extent of any amounts not then held in the Escrow Fund if applicable) of the amount of actual Losses in connection therewith only to the extent such Losses have been determined to be indemnifiable Losses hereunder pursuant to the terms hereof, including that any dispute regarding such characterization has been resolved according to Section 10.10. (d) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (de) Each party shall cooperate, and cause their respective Affiliates to cooperate, in In the defense or prosecution of event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim and shall furnish being asserted against or cause sought to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which collected from such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that lossParty, the Indemnified Party must notify shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure to provide such notice, however, shall not release the Indemnifying Party and pay from any of its obligations under this Article VIII except to the extent that the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any is materially prejudiced by such loss previously paid by failure and shall not relieve the Indemnifying Party) Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VIII. If the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt of such notice that mitigation (less the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s reasonable costs of mitigation) within two Business Days after claim for the benefit is receiveddifference. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (ai) The party seeking In order for the Indemnified Party to be entitled to any indemnification provided for under Section 12.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) this Agreement in respect of, arising out of which indemnity may be sought under such Section and will provide or involving a Third Party Claim, the Indemnifying Indemnified Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so must notify the Indemnifying Party in writing of the Third Party Claim (a "Claim Notice"), which must be accompanied by a copy of the written notice of the Third Party Claimant asserting the Third Party Claim; but the failure to give such notification promptly (so long as a valid Claim Notice is given before the expiration of the applicable period) shall not relieve affect the Indemnifying Party of its obligations hereunder, Indemnified Party's right to indemnification except to the extent such failure the Indemnifying Party shall have adversely been prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying PartyParty copies of all other notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (bii) The If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if its so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of any Claim asserted by any third party (“a Third Party Claim”) and, subject the Indemnifying Party shall not be liable to the limitations set forth Indemnified Party for any legal expenses incurred by the Indemnified Party in this Sectionconnection with the defense thereof, except as provided below. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnified Party. Additionally, the Indemnifying Party shall be entitled responsible for the reasonable fees and expenses of counsel incurred by the Indemnified Party as was reasonably necessary to control respond timely to legal process for any period after the Claim Notice is given during which the Indemnifying Party has not assumed the defense thereof, if and to the extent that the Indemnifying Party is responsible to indemnify for such Third Party Claim. If the Indemnifying Party does not assume the defense of a Third Party Claim within twenty days after the giving by the Indemnified Party to the Indemnifying Party of a valid Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall be liable to the Indemnified Party for the reasonable fees and expenses of counsel employed by the Indemnified Party if and to the extent that the Indemnified Party is responsible to indemnify for such Third Party Claim. If the Indemnifying Party chooses to defend any Third Party Claim, the Indemnified Party shall cooperate in the defense thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are relevant to such Third Party Claim, and making employees available, at no cost, on a mutually convenient basis to provide additional information, an explanation of any material provided and to act as a witness or respond to legal process. Whether or not the Indemnified Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If without the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the Party's prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld). If the Indemnifying Party assumes the defense of the Third Party Claim, conditioned the Indemnified Party shall agree to any settlement, compromise or delayed) before entering into any settlement discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, if the settlement does not release which releases the Indemnified Party from all liabilities and obligations completely in connection with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified PartyClaim. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) The party seeking If any Person entitled to seek indemnification under Section 12.02 10.2 or Section 10.3 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a Third Party (“Third Party Claim”) in respect of any matter that is subject to give prompt notice to indemnification under Section 10.2 or Section 10.3 the party Indemnified Party shall promptly (i) notify the Party against whom indemnity indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third Party Claim and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect thereto that to such claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Damages attributable to the Third Party may reasonably requestClaim, if known, and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely prejudiced (and then only to the extent) the Indemnifying PartyParty is prejudiced by such failure. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such defend a Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 10.5(b). The Indemnifying Party shall have full control of such defense and appoint lead counsel for such defenseproceedings, in each case at its expenseincluding any compromise or settlement thereof; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party shall be required with respect to any such compromise or settlement if (which shall not A) the Indemnified Party or any of its Affiliates would be unreasonably withheld, conditioned or delayed) before entering into required to pay any settlement monetary damages as a result of such Third compromise or settlement, (B) such compromise or settlement requires any admission of guilt or wrongdoing on the part of the Indemnified Party Claimor contains any sanction, if restriction or relief that would adversely affect the conduct of any business of the Indemnified Party or its Affiliates in any material respect or (C) such compromise or settlement does not fully and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or Claim. If requested by the settlement imposes injunctive or other equitable relief against Indemnifying Party, the Indemnified Party agrees, at the sole cost and (ii) expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Ind emnifying Party pursuant to this Section 10.5(b), and the Indemnified Party shall be entitled bear its own costs and expenses with respect to participate in such participation; provided that notwithstanding the defense of such Third foregoing, the Indemnifying Party Claim and to employ separate counsel of its choice for such purpose. The fees shall pay the reasonable costs and expenses of such separate defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s outside counsel shall be paid by have reasonably concluded and advised in writing (with a copy to the Indemnifying Party) that there are defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party or (y) the Indemnified Party’s outside counsel shall have advised in writing (with a copy to the Indemnifying Party) that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. (dc) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution Any claim by an Indemnified Party on account of any Damages that does not result from a Third Party Claim (a “Direct Claim”) must be asserted by giving the Indemnifying Party written notice thereof prior to the expiration of the applicable survival period set forth in Section 10.1. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof and shall furnish indicate the estimated amount, if reasonably practicable, of Damages that have been or cause may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such twenty (20) Business Day period, the Indemnifying Party will be furnished deemed to have rejected such recordsclaim, information and testimony, and attend in which event the Indemnified Party will be free to pursue such conferences, discovery proceedings, hearings, trials or appeals, remedies as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) available to the Indemnified Party on the terms and subject to the provisions of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedthis Agreement. (fd) Each Any indemnification payment made pursuant to this Agreement shall be net of any insurance proceeds realized by and paid to the Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02in respect of such claim.

Procedures. (a) The party Parent Indemnitee seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to shall give prompt notice to the party against whom indemnity is sought Adenyo (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) Claim in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve diminish the Indemnifying Party of its obligations right to set-off against the Earn-out Amount hereunder, except to the extent such failure shall have the Indemnifying Party demonstrates that the defense of the Claim is adversely prejudiced by the Indemnifying Party’s failure to give that notice. (b) The If an Indemnified Party gives notice to the Indemnifying Party of any Claim asserted by any third party (“Third-Party Claim”), then the Indemnifying Party shall be entitled to participate in the defense of any the Third-Party Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided extent that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. it wishes (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, unless (i) the Indemnifying Party shall obtain is also a Person against whom the prior written consent of Third-Party Claim is made and the Indemnified Party determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend the Third-Party Claim and provide indemnification with respect to the Third-Party Claim), to assume the defense of the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of the Third-Party Claim (and subject to the conditions set forth in the preceding sentence), the Indemnifying Party shall not, so long as it diligently conducts the defense, be liable to the Indemnified Party under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of the Third-Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense of the Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Third-Party Claim, then (A) such assumption will conclusively establish for purposes of this Article 10 that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (B) no compromise or settlement of the Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s written consent unless (1) there is no finding or admission of any violation of Applicable Law or any violation of the rights of any Person; (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (or, in connection with such settlement, the Indemnified Party will be entitled to set off the full amount of the Damages against the Earn-out Amount, in which case such consent shall not be unreasonably withheld, conditioned or delayed), and (3) before entering into the Indemnified Party shall have no liability with respect to any compromise or settlement of such Third the Third-Party Claims effected without its written consent. (c) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Article 10, then the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle the Third-Party Claim, if but the Indemnifying Party will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Article 10 or any compromise or settlement does effected without its prior written consent (which may not release be unreasonably withheld, delayed or conditioned). (d) With respect to any Third-Party Claim subject to indemnification under this Article 10: (i) both the Indemnified Party from all liabilities and obligations with respect to such Third the Indemnifying Party, as the case may be, shall keep the other Person reasonably informed of the status of the Third-Party Claim or and any related proceedings at all stages thereof where the settlement imposes injunctive or other equitable relief against the Indemnified Party Person is not represented by its own counsel, and (ii) the Indemnified Party shall be entitled Parties agree to participate render to each other assistance as they may reasonably require of each other and to cooperate in good faith with each other to ensure the proper and adequate defense of such Third any Third-Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithClaim. (e) Each Indemnified With respect to any Third-Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks Claim subject to indemnification under this AgreementArticle 10, the parties agree to cooperate in a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement In connection therewith, each party agrees that: (i) it will use reasonable efforts, in respect of that lossany Third-Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the Indemnified defense of any Third-Party must notify the Indemnifying Party and pay Claim shall, to the Indemnifying Party the extent of the value of the benefit (orpossible, if less, the amount of be made so as to preserve any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedapplicable attorney-client or work-product privilege. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party Any Person seeking indemnification under Section 12.02 this Article 11 (the “Indemnified Party”) agrees to shall give prompt written notice to the party against Person from whom indemnity indemnification is to be sought (the “Indemnifying Party”) of the assertion of any claim, claim or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted Action by any third party (“Third Third-Party Claim”); provided, that the failure of the Indemnified Party to give notice as provided in this Section 11.03(a) shall not relieve any Indemnifying Party of its obligations under Section 11.02, except to the extent that such failure actually prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail the Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third-Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third-Party Claim reasonably requested by the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and, subject to the limitations set forth in this SectionSection 11.03, shall be entitled to assume control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third-Party Claim. If the lead counsel in connection withIndemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third-Party Claim, then the Retained Litigation. Indemnified Party may defend against, negotiate, settle (csubject to clause (b)) or otherwise deal with such Third-Party Claim. If the Indemnifying Party shall assume the control defense of any Third-Party Claim, then the Indemnified Party may participate, at his or its own expense, in the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Third-Party Claim; provided, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to that such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the any such defense of such Third Party Claim and to employ with separate counsel at the expense of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify and the Indemnifying Party and pay to that would make such separate representation advisable; provided, further, that the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any such loss previously paid by the Indemnifying Party) to the Indemnified Third-Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedClaim. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking In order for an Indemnified Party to be entitled to any indemnification provided for under Section 12.02 this Agreement in respect of, arising out of or involving any claim (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (a “Claim”) in respect of which indemnity may be sought under by an Indemnified Party such Section and will provide Indemnified Party must notify the Indemnifying Party in writing (and in reasonable detail) of such information with respect thereto Claim within (i) in the case of a Third Party Claim, five (5) Business Days or (ii) in the case of a claim (other than a Third Party Claim), promptly, after knowledge by such Indemnified Party of such Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party may reasonably request. The shall have been materially prejudiced as a result of such failure to so notify (except that the Indemnifying Party shall not relieve be liable for any additional Losses resulting from the Indemnified Party’s failure to give such notice). Thereafter, the Indemnified Party shall give the Indemnifying Party of its obligations hereunder, except reasonable access to the extent books, records and assets of the Indemnified Party which evidence or support such failure shall have adversely prejudiced Claim or the Indemnifying Partyact, omission or occurrence giving rise to such Claim and the right, upon prior notice, to interview any employee, agent or other representative of the Indemnified Party related thereto. (b) The If an Indemnified Party is entitled to indemnification hereunder because of a Claim asserted by a claimant other than an Indemnified Party (a “Third Party Claim”), the Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) thereof and, subject if it so chooses in its sole discretion, to the limitations set forth in this Section, shall be entitled to control assume the defense of thereof with counsel selected by the Indemnifying Party; provided; however that if the defendants in any such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against include the Indemnified Party and (ii) there exists any actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnified Party shall be entitled have the right to obtain, at the Indemnifying Party’s expense, one separate counsel to defend such actions on behalf of such Indemnified Party, in which case the Indemnified Party shall have the right to participate in the defense of such Third Party Claim (it being understood that the Indemnifying Party shall not have the right to control (but shall have the right to participate in) such defense if (i) such Third Party Claim is seeking as a significant component of their remedy an injunction, restraining order, declaratory relief or other non-monetary relief or (ii) the named parties to any such Proceeding (including any impleaded parties) include both an Indemnified Party and an Indemnifying Party and the former shall have been advised in writing by counsel (with a copy to the Indemnifying Party) that there are one or more legal or equitable defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party). Subject to the foregoing sentence, should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel of its choice for employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such purposedefense. The Indemnifying Party shall be liable for the fees and expenses (payable out of such separate the Indemnity Escrow Funds) of one counsel employed by the Indemnified Party (which counsel shall be paid reasonably acceptable to the Indemnifying Party) for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all applicable Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of reasonable access to the books, records and assets of the Indemnified Party which evidence or support such Claim or the act, omission or occurrence giving rise to such Claim and the right, upon prior notice, to interview any employee, agent or other representative of the Indemnified Party related thereto. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms (i) obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and does not result in any financial or other obligation of the Indemnified Party and (ii) fully and unconditionally releases the Indemnified Party in connection with such Third Party Claim. Subject to the immediately preceding sentence (which claims satisfying clause (i) and (ii) thereof shall not require the Indemnified Party’s consent), the Indemnifying Party shall not agree to any settlement, compromise or discharge of a Third Party Claim without the prior written consent of the Indemnified Party and provides for a full release of the Indemnified Party. (dc) Each party shall cooperate, and cause their respective Affiliates Subject to cooperate, in the Indemnified Party’s right to assume the defense under Section 11.5(b), if any Indemnified Party intentionally prohibits, restricts or prosecution limits in any material manner or attempts to prohibit, restrict or limit in any material manner the ability of the Indemnifying Party to assume the defense of a Third Party Claim, then no Indemnifying Party shall have any obligation to any Indemnified Party with respect to such Third Party Claim pursuant to this Article XI or otherwise. (d) If the Indemnifying Party disputes its liability with respect to any Claim (including and Third Party Claim), the Indemnifying Party and the Indemnified Party shall furnish or cause proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall, subject to Sections 12.9 and 12.10, be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested resolved by litigation in connection therewithan appropriate court of competent jurisdiction. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss The Sellers’ Representative shall act on behalf of the Sellers for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision purposes of this Agreement in respect Section 11.5 for all Claims (including all Third Party Claims) which are the subject of that loss, the Indemnified Party must notify the Indemnifying Party and pay indemnification hereunder pursuant to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedSection 11.1(a). (f) Each Subject to Section 11.1(d), any indemnity payments owed by any individual Seller under this Article XI that are not satisfied from the Indemnity Escrow Funds shall be paid by the applicable Seller in immediately available funds within 10 Business Days after final determination and written request thereof by the Indemnified Party Party. All such indemnity payments shall use reasonable efforts be made to collect the accounts and in the manner specified in writing by the party entitled to such indemnity payments. (g) In connection with this Article XI, each Seller hereby (i) waives any right of contribution or indemnification or similar right each may have against the Company Group (or its members) for any amounts available under insurance coveragepaid by the Seller hereunder, and (ii) waives any defense based on conduct of the Company Group (or from any other Person alleged its members) prior to be responsible, for any Damages payable under Section 12.02the Closing.

Procedures. (a) The Each party seeking entitled to indemnification under this Section 12.02 2.7 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except under this Agreement unless the failure to the extent give such failure shall have adversely prejudiced the notice is materially prejudicial to an Indemnifying Party. (b) The 's ability to defend such action and provided further, that the Indemnifying Party shall be entitled not assume the defense for matters as to participate which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim or litigation, subject shall, except with the consent of each Indemnified Party, consent to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense entry of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned judgment or delayed) before entering enter into any settlement of such Third Party Claim, if the settlement which does not release include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liabilities and obligations with liability in respect to such Third Party Claim claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partylitigation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 (the For purposes of this Agreement, “Indemnified Party”) Third Party Claim” means a suit, action or claim asserted by any Person, other than a Party or any of their respective Affiliates, against a Party or any of its Affiliates or any of their respective directors, officers, employees and agents. Each Party agrees to promptly give prompt the other Party written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of including any suitThird Party Claim, action or proceeding (“Claim”) in respect of for which indemnity indemnification may be sought by such first Party under such Section and will provide the Indemnifying Party such information with respect thereto this Agreement; provided, however, that the Indemnifying failure of an indemnified Party may reasonably request. The failure to so notify provide notice of a claim shall only affect the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except indemnified Party’s right to indemnification if and to the extent that such failure has a material adverse effect on the indemnifying Party’s ability to defend the claim or the nature or amount of such claim. The indemnifying Party shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled right to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim if it has also assumed responsibility in accordance with writing for indemnifying the provisions of this Section 12.03, (i) the Indemnifying indemnified Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement in respect of such Third Party Claim; provided, however, that if in the settlement does not release reasonable judgment of the Indemnified indemnified Party, such Third Party from all liabilities and obligations Claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement with respect to such Third Party Claim and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any other indemnification rights which such Party may have at law or in equity. If the settlement imposes injunctive or other equitable relief against the Indemnified indemnifying Party and (ii) the Indemnified Party shall be entitled to participate in controls the defense of such the Third Party Claim Claim, the indemnified Party may fully participate in (but not control) the defense thereof and to employ be represented by separate counsel of at its choice for such purpose. The fees sole cost and expenses of such separate counsel shall be paid by the Indemnified Partyexpense. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. Each of the foregoing agreements to Indemnify is conditioned on the relevant Chimera Indemnitees or GSK Indemnitees (a) The party seeking indemnification under Section 12.02 (providing the “Indemnified Party”) agrees Party that is obligated to give indemnify prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claimThird Party Claim giving rise to an indemnification obligation hereunder, or the commencement of any suitprovided, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party promptly provide such notice shall not relieve the Indemnifying indemnifying Party of its obligations hereunderexcept, except and only to the extent extent, that the indemnifying Party is actually prejudiced as a result of such failure shall have adversely prejudiced the Indemnifying Party. failure, (b) The Indemnifying permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such Third Party Claim, provided that the indemnified Party shall be entitled to participate in in, but not control, the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such a Third Party Claim and appoint lead to engage counsel of its choice for such defense, in each case purpose at its expenseown cost; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation.and (ca) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate providing reasonable assistance in the defense of such Third Party Claim at the indemnifying Party’s request and to employ separate counsel of its choice for such purposereasonable expense. The fees and expenses indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such separate counsel Third Party Claims, on such terms as the indemnifying Party in its reasonable discretion, shall deem appropriate (provided, however, that such terms must (i) include a complete and unconditional release of the indemnified Party from all liability with respect thereto and (ii) not include any admission of fault by, or impose any liability or obligation (other than the payment of money which shall be paid satisfied by the Indemnified indemnifying Party. ) on, the indemnified Party; in each case of (di) Each party shall cooperate, and cause their respective Affiliates to cooperate, in (ii) with the defense or prosecution prior written consent of any Third the indemnified Party Claim and shall furnish or cause (such consent not to be furnished such recordsunreasonably withheld, information and testimony, and attend such conferences, discovery proceedings, hearings, trials conditioned or appeals, as may be reasonably requested in connection therewithdelayed). (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under Section 12.02 this Agreement (the “"Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of Claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party may reasonably request. The failure to so notify and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, under this Agreement except to the extent such failure shall have adversely prejudiced that the Indemnifying Party is prejudiced thereby. No Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate , in the investigation or defense of any such Claim asserted by any third party (“Third Party Claim”) andshall, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance except with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the each Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed) before entering ), consent to entry of any judgment or enter into any settlement of such Third Party Claim, if the settlement or compromise which does not include an unconditional release of the Indemnified Party from all liabilities and obligations with liability in respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purposeClaim. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, furnish such information regarding itself or from any other Person alleged to the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be responsible, for any Damages payable under Section 12.02reasonably required in connection with the investigation and defense of such Claim.

Procedures. (a) The party seeking Any Person that may be entitled to indemnification under Section 12.02 this Article VII (the “Indemnified Party”) agrees to shall give prompt notice written notification (a “Third-Party Claim Notice”) to the party against Party from whom indemnity indemnification is sought (the “Indemnifying Party”) after receipt by the Indemnified Party of the assertion notice of any claim, or the commencement of any suitaction, action suit or proceeding (“Claim”) relating to a third-party claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity may be sought under pursuant to this Agreement (including a claim by a third party against the Indemnified Party, such Section claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and will circumstances with respect to the subject matter of such Third-Party Claim and the a good faith estimate of the amount of claimed Covered Losses; provided that the failure to provide such notice shall not release the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any of its obligations hereunderunder this Article VII, except to the extent that the Indemnifying Party suffers actual loss or prejudice as a result of such failure shall have adversely prejudiced the Indemnifying Partyor delay. (b) The Indemnifying Party shall be entitled to participate in the defense Upon receipt of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense a notice of such Third a Third-Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation.indemnity from an Indemnified Party: (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of will be entitled, by notice to the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement delivered within [†] of the receipt of notice of such Third Third-Party Claim, to assume the defense and control of such Third-Party Claim (at the Indemnifying Party’s expense) if the settlement does not release relief sought in such Third-Party Claim is (A)(x) solely monetary and the Indemnifying Party, prior to the assumption of such defense, agrees in writing that any Liability related to or arising from such Third-Party Claim shall be deemed a Covered Loss under this Article VII for which the Indemnified Party from all liabilities and obligations is entitled to indemnification (the “Liability Assumption” and, for the sake of clarity, it being understood that such Liability Assumption shall not extend to any material amendment to a Third-Party Claim nor shall the Indemnifying Party have control of the Third-Party Claim with respect to such Third material amendment unless such Indemnifying Party Claim complies with this Section 7.4(b)(i) with respect to such material amendment), and (y) does not seek an injunction or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (B) such Third-Party Claim is not related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. Notwithstanding an election by the Indemnifying Party to assume the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ one separate counsel to monitor and consult with respect to, and to participate in the defense as counsel of record, but not to direct such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to Section 7.4(b)(i), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third Third-Party Claim with its own counsel to monitor and to employ separate consult with counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Controlling Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, participate in the defense or prosecution as counsel of any Third record (but not direct) such Third-Party Claim and shall furnish or cause to be furnished such recordsClaim, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after at the Indemnifying Party has paid the Indemnified Party under any indemnification provision Party’s own expense. Each of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all relevant correspondence and documentation relating thereto; provided that either Party may restrict the provision of such information to the Indemnifying extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the extent provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the value required consent of the benefit (such third party to such access or disclosure or, if lessunable to do so, the amount to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss previously paid or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) The Party which has assumed control of the defense of the Third-Party Claim (the “Controlling Party”) shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the party not controlling the defense (the “Non-Controlling Party,” and such settlement, a “Unilateral Settlement”) (such consent not to be unreasonably withheld, unconditioned or delayed) unless (A) the Non-Controlling Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; and (C) to the such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of that mitigation (less the any violation of Law or admission of any wrongdoing by any Indemnified Party’s reasonable costs ; provided, in the event a Unilateral Settlement is entered into by a Controlling Party that is not the Indemnifying Party, the existence and terms of mitigation) within two Business Days after the benefit Unilateral Settlement shall be disregarded for the purposes of determining whether any indemnification obligation is receivedowed under this Article VII. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The A party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to give prompt in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third-Party Claim”) shall deliver notice (a “Claim Notice”) in respect thereof to the party against whom indemnity is sought Stockholder Representative, on behalf of the Consideration Stockholders, or to Acquiror, as applicable (the “Indemnifying Party”) with reasonable promptness, and in any case within 30 days, after receipt by such Indemnified Party of notice of the assertion of any claimThird-Party Claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will shall provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify deliver a Claim Notice, however, shall not release the Indemnifying Party shall not relieve the Indemnifying Party from any of its obligations hereunder, under this Article IX except to the extent such failure shall have adversely prejudiced that the Indemnifying PartyParty is materially prejudiced by such failure. (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 20 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim for equitable or injunctive relief or any claim that would impose criminal liability, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third-Party Claim, with counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party that otherwise qualify as indemnifiable Losses under this Article IX for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third-Party Claim within the time period and otherwise in accordance with the first sentence of this Section 9.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third-Party Claim. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of any Claim asserted such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by any third party the Indemnifying Party, (“Third Party Claim”ii) and, subject the named parties to the limitations set forth Third-Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by such counsel that there are one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party or (iii) the Indemnifying Party is not defending such Third-Party Claim in this Sectiongood faith. In any of the circumstances described in the foregoing clauses (i) through (iii), the fees and expenses of separate counsel for the Indemnified Party shall be entitled to control at the defense expense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) Indemnifying Party. If the Indemnifying Party shall assume the control of assumes the defense of any Third Third-Party Claim in accordance Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the provisions Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as are reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of this Section 12.03any Third-Party Claim, (i) the Indemnifying Party shall obtain not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheldParty, conditioned or delayed) before entering enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Third-Party ClaimClaim if such settlement, if the settlement compromise or judgment (A) involves a finding or admission of wrongdoing, (B) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liabilities and obligations liability in respect of such Third-Party Claim or (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. Notwithstanding the foregoing, with respect to such Third any Third-Party Claim for which an Acquiror Indemnified Party’s sole and exclusive remedy with respect to any related Losses would be to make a claim under the R&W Insurance Policy, the Acquiror Indemnified Party shall timely deliver a Claim Notice to the Stockholder Representative pursuant to Section 9.4(a), but the provisions of this Section 9.4(b) shall not apply. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the settlement imposes injunctive Indemnifying Party with reasonable promptness, and in any case within 30 days, after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or other equitable relief against liability that it may have to the Indemnified Party and (ii) or otherwise than pursuant to this Article IX. If the Indemnifying Party does not notify the Indemnified Party within 20 days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount in accordance with this Article IX promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. Notwithstanding the foregoing, with respect to any Direct Claim for which an Acquiror Indemnified Party’s sole and exclusive remedy with respect to any related Losses would be to make a claim under the R&W Insurance Policy, the Acquiror Indemnified Party shall timely deliver a Claim Notice to the Stockholder Representative pursuant to this Section 9.4(c), but the remaining provisions of this Section 9.4(c) shall not apply. (d) The Indemnifying Party shall not be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall require that any action be paid made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (de) Each party shall cooperateNotwithstanding the provisions of Section 11.9, and cause their respective Affiliates each Indemnifying Party hereby consents to cooperate, in the defense or prosecution nonexclusive jurisdiction of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested court in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement an Action in respect of that loss, the a Third-Party Claim is brought against any Indemnified Party must notify for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party and pay with respect to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedclaim anywhere. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking claiming indemnification under pursuant to this Section 12.02 8 (the “"Indemnified Party”") agrees to give prompt notice to shall promptly notify the party against whom indemnity is sought providing indemnification pursuant to this Section 8 (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect such claim of which indemnity may be sought under such Section it becomes aware and will shall: (i) at the Indemnifying Party’s expense, provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any such information with respect thereto that claim, and (ii) at the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderIndemnified Party’s expense, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third such claim. The Indemnifying Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled permitted to solely control the defense of any such Third Party Claim claim or action and appoint lead counsel all negotiations for such defenseits settlement or compromise; provided, in each case at its expense; provided however, that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) no settlement or compromise affecting the Indemnifying financial or legal obligations of any Indemnified Party shall obtain the be entered into or agreed to without such Indemnified Party’s prior written consent of the Indemnified Party (approval, which approval shall not be unreasonably withheld, conditioned unless such settlement contains a release by the claimant or delayed) before entering into any settlement the plaintiff of such Third Party ClaimIndemnified Party, if the settlement does not release the Indemnified Party its Affiliates, officers, directors, employees, representatives, and agents from all liabilities and obligations with liability in respect to of such Third Party Claim claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party action and (ii) the such Indemnified Party shall be entitled has the right to participate in the defense of such Third Party Claim and to employ separate counsel of participate, at its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperateown expense, in the defense or prosecution and/or settlement of any Third Party Claim and shall furnish such claim or cause action in order to be furnished such recordsprotect its own interests, information and testimonyprovided, and attend such conferenceshowever, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which that such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after shall not enter into or agree to any settlement or compromise affecting the financial or legal obligations of any Indemnifying Party has paid without such Indemnifying Party's prior written approval, which approval shall not be unreasonably withheld, unless such settlement contains a release by the Indemnified Party under any indemnification provision claimant or the plaintiff of this Agreement such Indemnifying Party, and its officers, directors, employees, representatives, and agents from liability in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedclaim or action. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under this Section 12.02 4.7 (the “"Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “"Indemnifying Party”") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except under this Agreement unless the failure to the extent give such failure shall have adversely prejudiced the notice is materially prejudicial to an Indemnifying Party. (b) The 's ability to defend such action and provided further, that the Indemnifying Party shall be entitled not assume the defense for matters as to participate which there is a conflict of interest between the Indemnifying and indemnified Parties or separate and different defenses. No Indemnifying Party, in the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim or litigation, subject shall, except with the consent of each Indemnified Party, consent to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense entry of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned judgment or delayed) before entering enter into any settlement of such Third Party Claim, if the settlement which does not release include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liabilities and obligations with liability in respect to such Third Party Claim claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partylitigation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Each party seeking entitled to indemnification under this Section 12.02 2.4 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to shall give prompt notice to the party against whom indemnity is sought required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion promptly after such Indemnified Party has actual knowledge of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of claim as to which indemnity may be sought under such Section sought, and will provide shall permit the Indemnifying Party to assume the defense of any such information with respect thereto claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except under this Agreement unless the failure to the extent give such failure shall have adversely prejudiced the notice is materially prejudicial to an Indemnifying Party. (b) The 's ability to defend such action and provided further, that the Indemnifying Party shall be entitled not assume the defense for matters as to participate which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any Claim asserted by any third party (“Third Party Claim”) andsuch claim or litigation, subject shall, except with the consent of each Indemnified Party, consent to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense entry of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned judgment or delayed) before entering enter into any settlement of such Third Party Claim, if the settlement which does not release include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liabilities and obligations with liability in respect to such Third Party Claim claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partylitigation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.0311.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must shall mitigate in accordance with applicable Applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.0211.02.

Procedures. (ai) The Except as otherwise provided in this Agreement, any party seeking any indemnification under this Section 12.02 9.2 (the “an "Indemnified Party”") agrees to shall give prompt the party from whom indemnification is being sought (an "Indemnifying Party") notice (and also to the party Agent in the case of claims against whom indemnity is sought (the “Indemnifying Party”Escrow Fund or any Manager Shareholder) of any matter which such Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement as soon as practicable after the assertion party potentially entitled to indemnification becomes aware of any claimfact, condition or the commencement of any suit, action or proceeding (“Claim”) in respect of event which indemnity may give rise to Damages for which indemnification may be sought under such this Section and will provide the Indemnifying Party such information 9.2. With respect to any claims for indemnification under this Section 9.2 by an Inland Indemnified Party, IREIC (with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure Advisor) or the Agent (with respect to each Manager Shareholder and the Participating Shareholders) shall have adversely prejudiced sole and exclusive authority to act for and in the name of such Indemnified Party. With respect to any claims for indemnification under this Section 9.2 by a REIT Indemnified Party, IREIC (with respect to the Advisor) or the Agent (with respect to each Manager Shareholder and the Participating Shareholders) shall have sole and exclusive authority to act for and in the name of such Indemnifying Party. (bii) The liability of an Indemnifying Party under this Section 9.2 with respect to Damages arising from claims of any third party which are subject to the indemnification provided for in this Section 9.2 ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions. If an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within twenty (20) days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 9.2 except to the extent the Indemnifying Party is materially and irreparably prejudiced by such failure. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume and control the defense of such Third Party Claim at its expense and appoint lead through counsel of its choice if it acknowledges, without qualification, its indemnification obligations hereunder and gives notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists a material conflict of interest (other than one that is of a monetary nature) that would make it inappropriate for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnifying Party shall not be obligated to pay the reasonable fees and expenses of more than one separate counsel for all Indemnified Parties, taken together (except to the extent that local counsel are necessary or advisable for the conduct of such defenseaction or proceeding, in each which case at its expense; provided that Limited Brands or its Affiliates the Indemnifying Party shall control also pay the defense of, reasonable fees and appoint the lead counsel in connection with, the Retained Litigation. (c) expenses of any such local counsel). If the Indemnifying Party shall not assume the control of the defense of any Third Party Claim or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation in accordance such manner as it may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that in settling any action in respect of which indemnification is payable under this Article, it shall act reasonably and in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the provisions of this Section 12.03Indemnifying Party in such defense and make available to the Indemnifying Party, (i) all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall obtain cooperate with the prior Indemnified Party in such defense and make available to the Indemnified Party, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party (Claim or consent to the entry of any judgment which shall does not be unreasonably withheld, conditioned include an unconditional written release by the claimant or delayed) before entering into any settlement plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense settle or prosecution of compromise any Third Party Claim and shall furnish if the settlement imposes equitable remedies or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each material obligations on the Indemnified Party must mitigate in accordance with applicable Law any loss other than financial obligations for which such Indemnified Party seeks indemnification under this Agreement. If such will be indemnified hereunder, or (iii) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party mitigates its loss after or that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended in good faith by the Indemnifying Party has paid in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party under any indemnification provision without the written consent of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification Any Person entitled to be indemnified under Section 12.02 this Article IX (the “Indemnified Party”) agrees to shall promptly give prompt written notice to the party against Party from whom indemnity is indemnification may be sought (the “Indemnifying Party”) of any pending or threatened Proceeding against the assertion Indemnified Party that has given or would reasonably be expected to give rise to such right of indemnification with respect to such Proceeding (a “Third Party Claim”), indicating, with reasonable specificity, the nature of such Third Party Claim, the basis therefor, a copy of any claimdocumentation received from the third party, or the commencement amount and calculation of the Covered Losses for which the Indemnified Party is entitled to indemnification under this Article IX (and, to the extent known, a good faith estimate of any suitsuch future Covered Losses relating thereto), action or proceeding (“Claim”and the provision(s) of this Agreement in respect of which indemnity may be sought under such Section Covered Losses shall have occurred (a “Third Party Claim Notice”), and will provide the Indemnified Party shall promptly deliver to the Indemnifying Party such any information with respect thereto that or documentation related to the foregoing reasonably requested by the Indemnifying Party. A failure by the Indemnified Party to give a Third Party Claim Notice and to tender the defense of the Proceeding in a timely manner pursuant to this Section 9.4(a) shall not limit the obligations of the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderunder this Article IX, except to the extent that such failure shall have adversely Indemnifying Party is prejudiced the Indemnifying Partythereby. (b) The Indemnifying Party shall be entitled With respect to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject the Indemnifying Party under this Article IX shall have the right, but not the obligation, to assume the limitations set forth in this Sectioncontrol and defense, shall be entitled to control the defense at its own expense and by counsel of its own choosing, of such Third Party Claim and appoint lead counsel for such defense, in each case at its expenseany Third Party Claims related to the same or a substantially similar set of facts; provided that Limited Brands or its Affiliates the Indemnifying Party shall not be entitled to assume the control the and defense ofof such Third Party Claim, and appoint shall pay the lead reasonable fees and expenses of counsel in connection withretained by the Indemnified Party, the Retained Litigation. (c) if such Third Party Claim is a criminal Proceeding. If the Indemnifying Party so undertakes to control and defend any such Third Party Claim, it shall assume notify the control Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the defense of against, and settlement of, any such Third Party Claim in accordance with the provisions of this Section 12.03Claim; provided, (i) however, that the Indemnifying Party shall obtain not settle any such Third Party Claim without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned or delayed) before entering into unless such settlement does not involve any settlement injunctive relief against or any finding or admission of any violation of Law or wrongdoing by the Indemnified Party, and any money damages are borne solely by the Indemnifying Party. Subject to the foregoing, the Indemnified Party shall have the right to employ separate legal counsel and to participate in, but not control, the defense of such Proceeding at its own cost and expense; provided that, subject to the provisions of this Article IX, the Indemnifying Party shall bear the reasonable fees of one firm of legal counsel (and one additional firm of legal counsel in each jurisdiction implicated in such Proceeding) representing all Indemnified Parties in such Proceeding and all related Proceedings, if, but only if, the defendants in such Proceeding include both an Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have reasonably concluded, based on the advice of legal counsel, that there is a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Proceeding. In any event, the Indemnified Party shall cause its legal counsel to cooperate with the Indemnifying Party and its legal counsel and shall not assert any position in any Proceeding inconsistent with that asserted by the Indemnifying Party. No Indemnified Party may settle any Third Party Claim without the written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). If the Indemnifying Party does not assume the control and defense of a Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party it shall nevertheless be entitled to participate in the defense of such Proceeding at its own cost and expense, and the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the defense against, and settlement of, any such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified PartyClaim. (dc) Each party shall cooperate, and cause their respective Affiliates to cooperate, in In the defense event that any Indemnified Party has or prosecution of may have an indemnification claim against any Indemnifying Party under this Article IX that does not involve a Third Party Claim and shall furnish or cause to be furnished such recordsClaim, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each the Indemnified Party must mitigate in accordance shall promptly give written notice thereof to the Indemnifying Party indicating, with applicable Law any loss reasonable specificity, the nature of such claim, the basis therefor, the amount and calculation of the Covered Losses for which such the Indemnified Party seeks is entitled to indemnification under this Agreement. If Article IX to the extent known (and a good-faith estimate of any such Indemnified Party mitigates its loss after future Covered Losses relating thereto), and the Indemnifying Party has paid the Indemnified Party under any indemnification provision provision(s) of this Agreement in respect of that losswhich such Covered Losses shall have occurred (a “Self-Claim Notice”), and the Indemnified Party must notify shall promptly deliver to the Indemnifying Party any information or documentation related to the foregoing reasonably requested by the Indemnifying Party. A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 9.4(c) shall not limit the obligations of the Indemnifying Party under this Article IX, except to the extent that such Indemnifying Party is prejudiced thereby. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party shall proceed in good faith to negotiate a resolution of that mitigation (less such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in the Indemnified Party’s reasonable costs appropriate court of mitigation) within two Business Days after the benefit is receivedcompetent jurisdiction set forth in Section 10.8. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The In order for a party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to give prompt be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof to the party against whom indemnity is sought Stockholder Agent, on behalf of the Stockholders, or to Acquiror, as applicable (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section Third Party Claim and will shall provide the Indemnifying Party with such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify provide such notice shall not release the Indemnifying Party shall not relieve the Indemnifying Party of from its obligations hereunder, under this Article VII except to the extent such failure shall have adversely prejudiced that the Indemnifying PartyParty is materially prejudiced by such failure. If any insurance carrier is obligated or agrees to defend any Third Party Claim in connection with any attempt to obtain insurance coverage with respect to such Third Party Claim, such defense shall be tendered to such insurance carrier and the rights of the parties among themselves regarding the assumption and control of such defense shall, as among one another, be subject to the requirements of such insurance carrier. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against Losses that may result from a Third Party Claim pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party as promptly as practicable but within 45 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall be entitled liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to participate in assume the defense of any Claim asserted by any third party (“Third thereof. If the Indemnifying Party Claim”) and, subject does not expressly elect to the limitations set forth in this Section, shall be entitled to control assume the defense of such Third Party Claim within the time period and appoint lead counsel for such defenseotherwise in accordance with this Section 7.4(b), in each case at its expense; provided that Limited Brands or its Affiliates the Indemnified Party shall control have the sole right to assume the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) of such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall assume have the control right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to the Third Party Claim include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim in accordance Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the provisions Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of this Section 12.03any Third Party Claim, (i) the Indemnifying Party shall obtain not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (A) involves a finding or admission of wrongdoing, (B) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. If the Indemnified Party assumes the defense, the Indemnified Party may agree to any monetary settlement of, or the entry of any judgment arising from, any such Third Party Claim, but in the absence of the written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed) before entering into any , no settlement shall be determinative of the amount of Losses an Indemnified Party is entitled to recover pursuant to this Article VII. The non-controlling party may participate in such defense at its own expense. The controlling party shall keep the non-controlling parties advised of the status of such Third Party Claim, if Claim and the settlement does not release defense thereof. The non-controlling parties shall reasonably cooperate with and assist the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate controlling party in the defense of such Third Party Claim and to employ separate counsel of its choice for such purposeClaim. The fees and expenses of such separate counsel to the Indemnified Party with respect to a Third Party Claim shall be paid considered Losses for purposes of this Agreement. Notwithstanding the foregoing, no Stockholders or Stockholder Agent shall be entitled to (a) control any claim relating to intellectual property matters or for Taxes for any period after the Closing Date, or (b) settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability of the Company for Taxes for any period (or portion thereof) after the Closing Date, without the prior written consent of Acquiror, which consent shall not be unreasonably withheld. (c) If any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure to provide such notice, however, shall not release the Indemnifying Party from its obligations under this Article VII, except to the extent that the Indemnifying Party is materially prejudiced by such failure, and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. (d) If the Indemnifying Party does not notify the Indemnified Party within 30 days following receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall be obligated to pay the amount of such liability to the Indemnified Party on demand, which may be effected as contemplated in Section 7.5(b). If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount (including by offset) promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (e) The indemnification required hereunder in respect of a Third Party Claim shall be made, subject to this Section 7.4(e), first by prompt offset against the Indemnity Holdback (by forfeiture and cancellation of the Acquiror Common Stock) in an amount equal to the Losses as determined based upon the Claim Stock Value, or where the Indemnity Holdback is insufficient to cover indemnifiable Losses or a Third Party Claim, against any Contingent Payment payable to the Stockholders, as and when invoices are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party, subject to Section 7.4(b) and (c). (f) The Indemnifying Party shall not require that any Action be made or brought against any other Person before Action is brought or claim is made against it hereunder by the Indemnified Party. (dg) Each party shall cooperateNotwithstanding the provisions of Section 9.9, and cause their respective Affiliates each Indemnifying Party hereby consents to cooperate, in the defense or prosecution nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as agrees that process may be reasonably requested in connection therewithserved on each Indemnifying Party with respect to such claim anywhere. (eh) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after Any Taxes that are the Indemnifying Party has responsibility of the Stockholders pursuant to Section 7.2 shall be paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to Acquiror or Surviving Corporation no later than five (5) days prior to the Indemnifying Party due date for the payment of such Taxes but at least ten (10) days after receipt of written notice of the amount of such Taxes, whichever is later, and to the extent of such Taxes are not paid to Acquiror or Surviving Corporation on or prior to the value of the benefit (or, if lessapplicable due date, the amount of any such loss previously paid by Taxes shall be indemnifiable hereunder and bear interest at the Indemnifying Partyrate of ten percent (10%) to per annum, commencing on the Indemnified Party applicable due date until the date of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedpayment. (fi) Each Pending the resolution or settlement of any dispute with respect to a claim for indemnification, to the extent of such unresolved dispute, no payment for indemnification must be made and no Stock Consideration that may be the subject of such pending dispute held in the Indemnity Holdback on the date of notification of the indemnification claim shall be forfeited and cancelled nor shall be released to any Indemnified Party Party, Acquiror or any Stockholder nor shall use reasonable efforts any amount of Contingent Payment necessary for full recovery of indemnifiable Losses be released. Such dispute shall be deemed to collect any amounts available under insurance coveragebe resolved upon (i) the mutual agreement of Acquiror and the Stockholder Agent, or from any other Person alleged (ii) a final, non-appealable order, decree or judgment of a court of competent jurisdiction, or if agreed by the parties to be responsiblesuch dispute, for any Damages payable under Section 12.02a third party dispute resolution mechanism.

Procedures. (a) The party Each Person seeking indemnification under Section 12.02 this ‎Article 11 (the “Indemnified Party”) agrees to shall give prompt written notice to the party against Person from whom indemnity indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, claim or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted Action by any third party (“Third Party Claim”); provided, that the failure of the Indemnified Party to give notice as provided in this ‎Section 11.03‎(a) shall not relieve any Indemnifying Party of its obligations under ‎Section 11.02, except to the extent that such failure actually and materially adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, upon delivery of written notice to the Indemnified Party within twenty (20) Business Days after receipt of notice of such Third Party Claim from the Indemnified Party, to be represented by counsel of its choice and, subject to the limitations set forth in this Section‎Section 11.03 and ‎Section 11.06 with respect to Environmental Indemnity Matters, shall be entitled to assume control of, and defend against, negotiate, settle (subject to clause ‎(b)) or otherwise deal with such Third Party Claim, but the Indemnified Party may nonetheless participate in the defense of such Third Party Claim with its own counsel and appoint lead counsel for such defense, in each case at its own expense; provided that Limited Brands . If the Indemnifying Party elects not to assume, defend against, negotiate, settle or its Affiliates shall control otherwise deal with any Third Party Claim or any Environmental Indemnity Matter pursuant to this ‎Article 11, then the defense ofIndemnified Party may assume, defend against, negotiate, settle (subject to clause ‎(b)) or otherwise deal with such Third Party Claim or Environmental Indemnity Matter, at the Indemnifying Party’s sole cost and appoint expense to the lead counsel in connection with, the Retained Litigation. (c) extent such costs and expenses constitute indemnifiable Damages hereunder. If the Indemnifying Party shall assume the defense of any Third Party Claim or the resolution of any Environmental Indemnity Matter pursuant to this ‎Article 11, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim or Environmental Indemnity Matter, as applicable; provided, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate, (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided, further, that the Indemnified Party shall be entitled to indemnification for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof; provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Third Party Claim or Environmental Indemnity Matter. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim in accordance or any Environmental Indemnity Matter pursuant to this ‎Article 11 unless (i) prior to doing so, the Indemnifying Party provides a written undertaking to the Indemnified Party whereby the Indemnifying Party acknowledges that, assuming as true the allegations of the Indemnified Party, it is required to indemnify the Indemnified Party with the provisions of this Section 12.03respect to such Third Party Claim, (iii) the Indemnifying Party shall obtain conducts the prior defense of the Third Party Claim in a commercially reasonable and diligent manner and (iii) the Third Party Claim does not relate to Taxes, is not brought by a Governmental Body, does not relate to criminal charges, and the relief sought is not primarily limited to monetary damages or if not so limited, the applicable non-monetary remedy would reasonably be expected to be material to the Indemnified Party and its Affiliates. (b) Notwithstanding anything in this ‎Section 11.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment (in each case, such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, consent of the Indemnified Party (which shall not be unreasonably withheldrequired for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (other than, conditioned for the avoidance of doubt, the payment of the Deductible to the extent applicable), (ii) such settlement does not permit any Order or delayedother equitable relief to be entered, directly or indirectly, against the Indemnified Party or otherwise impose any sanctions, restrictions or obligations on the Indemnified Party and (iii) before entering into any such settlement includes an unconditional release of such Indemnified Party from all Liability on claims that are the subject matter of such Third Party Claim, if the settlement Claim and does not release include any statement as to or any admission of fault, violation of Applicable Law culpability or failure to act by or on behalf of any Indemnified Party. If the Indemnifying Party makes any payment on any Third Party Claim or in respect of any Environmental Indemnity Matter, then the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party from all liabilities and obligations to any insurance benefits (other than with respect to the PLL policy unless such subrogation is expressly permitted) or other claims of the Indemnified Party with respect to such Third Party Claim or the Environmental Indemnity Matter, as applicable. (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement imposes injunctive shall have been consummated (in accordance with this ‎Article 11), or other equitable relief against the Indemnified Party and (ii) the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall be entitled forward to participate in the defense Indemnifying Party notice of such Third Party Claim any sums due and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid owing by the Indemnified PartyIndemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, at the sole cost and expense of the Indemnifying Party to the extent such costs and expenses are indemnifiable Damages hereunder, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay Notwithstanding anything to the Indemnifying Party the extent of the value of the benefit (orcontrary in this ‎Section 11.03 or ‎Section 11.04, if less, the amount of any such loss previously paid by the Indemnifying Party) neither this ‎Section 11.03 nor ‎Section 11.04 shall apply to indemnification for a Tax Claim or otherwise with respect to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigationTax Representations. The procedures for such indemnification shall be governed solely by ‎Section 8.07(d) within two Business Days after the benefit is receivedand ‎(e). (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The Any party seeking indemnification under Section 12.02 (the “"Indemnified Party”") agrees to shall give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or Third Party Claim; provided that no delay on the commencement part of any suit, action or proceeding (“Claim”) the Indemnified Party in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations any liability or obligation hereunder, except to the extent such failure shall have adversely prejudiced that the Indemnifying Party. (b) Party has been prejudiced thereby. The Indemnifying Party shall be entitled to may, and at the request of the Indemnified shall, participate in and control the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its own expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) . If the Indemnifying Party shall assume the assumes control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03Claim, (i) the Indemnifying Party shall obtain the prior written consent of not be liable for any settlement effected by the Indemnified Party (which without its consent of any Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes the defense of a Third Party Claim and if the Indemnified Party later determines in good faith that a Third Party Claim is likely to materially adversely affect it or its business in a manner that may not be adequately compensated by the money damages, then the Indemnified Party may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise, or settle such claim, all attorneys' fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim shall be at the Indemnified Party's expense and shall not be unreasonably withheldeligible for indemnification from the Indemnifying Party, conditioned or delayed) before entering into any settlement of such Third Party Claim, if but the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Indemnifying Party shall be entitled to participate in be indemnified by the Indemnifying Party for the full amount of any other Damages suffered by the Indemnified Party as a result of or arising out of the Third Party Claim. The party controlling the defense of such Third Party Claim and to employ separate counsel any third party suit, action or proceeding shall keep the other party advised of its choice for such purpose. The fees and expenses the status of such separate counsel action, suit or proceeding and the defense thereof and shall be paid consider in good faith recommendations made by the Indemnified Partyother party with respect thereto. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification A Person that may be entitled to be indemnified under Section 12.02 this Agreement (the “Indemnified Party”) agrees to give prompt notice to ), shall promptly notify the party against whom indemnity is sought or parties liable for such indemnification (the “Indemnifying Party”) of the assertion in writing of any claimpending or threatened claim or demand that the Indemnified Party has determined has given or would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, or the commencement of any suit, action or proceeding (such claim being a “Third Party Claim”) ), describing in reasonable detail the facts and circumstances with respect to the subject matter of which indemnity may be sought under such Section and will claim or demand; provided, that the failure to provide such notice shall not release the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any of its obligations hereunder, under this Article IX except to the extent such failure shall have the Indemnifying Party is materially and adversely prejudiced by such failure. Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the Indemnifying Partyexpiration of any applicable survival period specified in Section 9.1 for such representation, warranty, covenant or agreement. (b) The Upon receipt of a notice of a Third Party Claim for indemnity from an Indemnified Party pursuant to Section 9.2(a) or Section 9.3(a), the Indemnifying Party will be entitled, by notice to the Indemnified Party delivered within 10 Business Days of the receipt of notice of such Third Party Claim, to assume the defense and control of such Third Party Claim (at the expense of such Indemnifying Party); provided, that the Indemnifying Party shall be entitled allow the Indemnified Party a reasonable opportunity to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim with its own counsel and appoint lead counsel for such defense, in each case at its own expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) . If the Indemnifying Party shall (i) fails to promptly notify the Indemnified Party in writing of its election to assume the defense and control of any Third Party Claim pursuant to this Section 9.4(b), (ii) fails to diligently prosecute the defense of such Third Party Claim, (iii) is also a Person against whom the Third Party Claim is made and the Indemnified Party determines in good faith that joint representation would be inappropriate and promptly notifies the Indemnifying Party of such determination, (iv) receives notice from the Indemnified Party that the Third Party Claim is with a current material customer, material supplier or employee of the Industrial Wood Business or (v) receives notice from the Indemnified Party that such Indemnified Party has determined in good faith that there is a reasonable probability that a Third Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, then in each case, the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third Party Claim with its own counsel and at its own expense. Purchaser or Seller, as the case may be, shall, and shall cause each of its Affiliates and Representatives to, reasonably cooperate with the Indemnifying Party in the defense of any Third Party Claim in accordance with the provisions Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of this Section 12.03, (i) such Third Party Claim. If the Indemnifying Party has assumed the defense and control of a Third Party Claim, it shall obtain be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third Party Claim only with the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim); provided, that, if such settlement or judgment (i) provides solely for the settlement payment of monetary damages borne solely by the Indemnifying Party and does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim involve any injunctive relief or the settlement imposes injunctive finding or other equitable relief against the admission of any violation of Law or admission of any wrongdoing by any Indemnified Party and (ii) releases the Indemnified Party completely in connection with such Third Party Claim, the Indemnifying Party shall be entitled authorized to consent to such settlement or judgment, in its sole discretion and without the consent of any Indemnified Party. No Indemnified Party will consent to the entry of any judgment or enter into any settlement or compromise with respect to a Third Party Claim without the prior written consent of the Indemnifying Party. (c) Notwithstanding the foregoing, with respect to any Third Party Claim relating solely to Taxes imposed with respect to the Purchased Assets or Industrial Wood Business for a Tax period ending on or prior to the Closing Date, Seller shall control all proceedings at its own expense. (For the avoidance of doubt, the Third Party Claims described in the previous sentence pertain only to Taxes for Pre-Closing Periods for which Seller would be solely responsible.) With respect to Third Party Claims relating to Taxes imposed with respect to the Purchased Assets or Industrial Wood Business for a Straddle Period (i) to the extent possible, Tax liabilities will be distinguished and each party shall control the defense and settlement of those Taxes for which it is so liable, and (ii) to the extent a Tax liability cannot be so attributed, the party that has the greater potential liability shall control the defense and settlement; provided that, in each case, the other party shall have the right to participate in such proceedings (at its own expense). Purchaser shall control at its own expense all Tax Proceedings relating to Taxes imposed with respect to the Purchased Assets or Industrial Wood Business for a Tax period beginning after the Closing Date. A party shall promptly notify the other party if it decides not to control the defense or settlement of any Tax Proceeding which it is entitled to control pursuant to this Section 9.4(c), and the other party shall thereupon be permitted to defend and settle such Third Party Claim and to employ separate counsel of Tax Proceeding at its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partyown expense. (d) Notwithstanding anything to the contrary herein, no control, participation or other rights shall be granted hereby to Seller or Purchaser with respect to any Tax Proceedings relating to income Tax Returns. Each party shall cooperate, of Seller and cause Purchaser (and their respective Affiliates Affiliates) shall have the exclusive right to cooperate, control such Tax Proceedings in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithall respects. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The A party seeking indemnification under Section 12.02 pursuant to Sections 7.2 or 7.3 (the “an "Indemnified Party”") agrees to shall give prompt notice to the party against from whom indemnity such indemnification is sought (the “"Indemnifying Party”") of the assertion of any claimclaim or assessment, or the commencement of any action, suit, action audit or proceeding (“Claim”) proceeding, by a third party in respect of which indemnity may be sought under such Section hereunder (a "Third Party Claim") and will provide give the Indemnifying Party such information with respect thereto that as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The failure Indemnifying Party shall have the right, exercisable by written notice (the "Notice") to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so notify elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not relieve be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party shall fail to assume the defense of its obligations hereunderthe Third Party Claim within such thirty (30) day period, except to the extent such failure Indemnified Party shall have adversely prejudiced the right to undertake the defense of such Third Party Claim on behalf of the Indemnifying Party. Regardless of whether the Indemnifying Party elects to assume the defense of any such Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge such Third Party Claim without the Indemnifying Party's prior written consent. (b) The Indemnifying Party or the Indemnified Party, as the case may be, shall be entitled in any event have the right to participate participate, at its own expense, in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control which the defense of, and appoint the lead counsel in connection with, the Retained Litigationother is defending. (c) If the The Indemnifying Party Party, if it shall assume the control of have assumed the defense of any Third Party Claim in accordance with the provisions terms hereof, shall have the right, upon five (5) days prior written notice to the Indemnified Party, to consent to the entry of this Section 12.03judgment with respect to, or otherwise settle such Third Party Claim provided the Indemnifying Party agrees that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge such judgment or settlement unless (i) the Indemnifying Third Party shall obtain Claim involves equitable or other non-monetary damages or (ii) in the prior reasonable judgment of the Indemnified Party such settlement would have a continuing material adverse effect on the Indemnified Party's business (including any material impairment of its relationships with customers and suppliers), in which case such settlement only may be made with the written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate, and cause their respective Affiliates to cooperate, cooperate in the defense or prosecution of any Third Party Claim thereof and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, and appeals as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay Such cooperation shall include access during normal business hours afforded to the Indemnifying Party the extent of the value of the benefit (orrecords and information which are reasonably relevant to such Third Party Claim, if less, the amount and making employees available on a mutually convenient basis to provide additional information and explanation of any such loss previously paid by material provided hereunder, and the Indemnifying Party) to Party shall reimburse the Indemnified Party of that mitigation (less the Indemnified Party’s for all its reasonable costs of mitigation) within two Business Days after the benefit is receivedout-of-pocket expenses in connection therewith. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates such counsel shall be reasonably acceptable to the Indemnified Party. If the Indemnifying Party shall not have assumed the control of the defense of, and appoint of any Third Party Claim in accordance with the lead counsel in connection withprovisions of this Section 11.03(b), the Retained LitigationIndemnifying Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnifying Party. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.0311.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of or ceasing to defend such Third Party Claim, Claim if the settlement does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim without prejudice or the settlement or cessation imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel at the Indemnifying Party’s expense or (ii) the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable best efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.0211.02.

Procedures. (a) The party Except as provided in Section 9.4, the Party seeking indemnification under Section 12.02 8.2 (the “Indemnified Party”) agrees to give prompt written notice to the party Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that as the Indemnifying Party may reasonably request. The failure to so notify notify, or the unreasonable delay in so notifying, the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure or delay shall have adversely actually prejudiced in any material respect the Indemnifying Party. (b) The Indemnifying Party shall shall, subject to the provisions of this Section 8.4(b), be entitled to participate in assume the defense and control of any Claim asserted by any a third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, but shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of allow the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled a reasonable opportunity to participate in the defense of such Third Party Claim and with its own counsel and, subject to employ separate counsel of 8.4(e), at its choice for such purpose. The fees and expenses own expense; provided that prior to assuming control of such separate counsel defense, the Indemnifying Party must acknowledge that if such matter is adversely determined, the Indemnifying Party would have an indemnity obligation for Damages resulting from such Third Party Claim to the extent provided under this Article 8 reserving, if applicable, the Indemnifying Party’s rights with regard thereto. Notwithstanding the foregoing, the Buyer shall be paid by have the right, but not the obligation, to assume the defense and control of any Third Party Claim if (i) the Third Party Claim relates to or arises out of any Environmental Breach, (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (iii) the Third Party Claim seeks an injunctive or other non-monetary relief against the Indemnified Party, and if Buyer so assumes the defense and control of any Third Party Claim, Buyer shall allow the Indemnifying Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. (c) The Party assuming the defense and control of a Third Party Claim (the “Controlling Party”) shall take all steps necessary in the defense or settlement of such Third Party Claim, and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The other Party shall, and shall cause its controlled Affiliates to, cooperate fully with the Controlling Party in the defense of any Third Party Claim defended by the Controlling Party, including by making relevant personnel reasonably available to the Controlling Party in connection with such defense. (d) Each Notwithstanding anything in this Section 8.4 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other Party (which consent shall not be unreasonably withheld or delayed), settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless the claimant provides to such other party an unqualified release from all liability in respect of the Third Party Claim. If the Indemnifying Party makes any payment to an Indemnified Party under Article VIII, the Indemnifying Party shall cooperatebe subrogated, to the extent of such payment, to all rights and cause their respective Affiliates remedies of the Indemnified Party to cooperate, any insurance benefits or other claims of the Indemnified Party with respect to such Third Party Claim. (e) The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel incurred by each Indemnified Party in defending any Third Party Claim prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or prosecution if the Indemnified Party assumes the defense of a Third Party Claim pursuant to the last sentence of Section 8.4(b). After the date the Indemnifying Party assumes control of the defense of the Third Party Claim, the Indemnifying Party shall also be liable for the reasonable fees and expenses of one separate counsel (and one local counsel in each applicable jurisdiction) incurred by the Indemnified Parties in defending any Third Party Claim if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (f) In the event that the Indemnifying Party does not accept the defense of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision assumes the defense of this Agreement in respect a Third Party Claim pursuant to the last sentence of that lossSection 8.4(b), the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect inform the Indemnifying Party of material developments with respect to such Third Party Claim and to provide the Indemnifying Party with copies of material filings with any amounts available under insurance coverageGovernmental Authority in respect of such Third Party Claim that are not subject to the attorney-client or another similar privilege. An Indemnified Party shall not settle, compromise or from discharge any other Person alleged Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (g) Notwithstanding anything in this Agreement to the contrary, even where on the Closing Date the Indemnified Party knows of any information that would cause one or more of the representations and warranties made by the Indemnifying Party in this Agreement to be responsibleinaccurate or untrue, for any Damages payable under the Indemnified Party shall not be deemed to have waived (and shall continue to have) its rights to indemnification pursuant to Section 12.028.2 in respect thereof.

Procedures. (a) The A party seeking indemnification under Section 12.02 pursuant to Sections 7.2 or 7.3 (the “an "Indemnified Party”") agrees to shall give prompt notice to the party against from whom indemnity such indemnification is sought (the “"Indemnifying Party”") of the assertion of any claimclaim or assessment, or the commencement of any action, suit, action audit or proceeding (“Claim”) proceeding, by a third party in respect of which indemnity may be sought under such Section hereunder (a "Third Party Claim") and will provide give the Indemnifying Party such information with respect thereto that as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The failure Indemnifying Party shall have the right, exercisable by written notice (the "Notice") to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so notify elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not relieve be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party shall fail to assume the defense of its obligations hereunderthe Third Party Claim within such thirty (30) day period, except to the extent such failure Indemnified Party shall have adversely prejudiced the right to undertake the defense of such Third Party Claim on behalf of the Indemnifying Party. Regardless of whether the Indemnifying Party elects to assume the defense of any such Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge such Third Party Claim without the Indemnifying Party's prior written consent. (b) The Indemnifying Party or the Indemnified Party, as the case may be, shall be entitled in any event have the right to participate participate, at its own expense, in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control which the defense of, and appoint the lead counsel in connection with, the Retained Litigationother is defending. (c) If the The Indemnifying Party Party, if it shall assume the control of have assumed the defense of any Third Party Claim in accordance with the provisions terms hereof, shall have the right, upon five (5) days prior written notice to the Indemnified Party, to consent to the entry of this Section 12.03judgment with respect to, or otherwise settle such Third Party Claim provided the Indemnifying Party agrees that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge such judgment or settlement unless (i) the Indemnifying Third Party shall obtain Claim involves equitable or other non-monetary damages or (ii) in the prior reasonable judgment of the Indemnified Party such settlement would have a continuing material adverse effect on the Indemnified Party's business (including any material impairment of its relationships with customers and suppliers), in which case such settlement only may be made with the written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate, and cause their respective Affiliates to cooperate, cooperate in the defense or prosecution of any Third Party Claim thereof and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, and appeals as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay Such cooperation shall include access during normal business hours afforded to the Indemnifying Party the extent of the value of the benefit (orrecords and information which are reasonably relevant to such Third Party Claim, if less, the amount of any such loss previously paid by the Indemnifying Party) and making employees available on a mutually convenient basis to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.provide additional

Procedures. (a) The party seeking Promptly after a Person entitled to indemnification under Section 12.02 hereunder (the “Indemnified Party”) agrees has received notice or has Knowledge of any Third Party claim or proceeding, or threatened claim or proceeding (a “Third Party Claim”) which could result in a Loss for which such Party may be entitled to give prompt notice indemnification under this Article 11, the Indemnified Party shall promptly deliver to the party Party against whom indemnity indemnification is sought under this Article 11 (the “Indemnifying Party”) written notice of such Third Party Claim (the “Claim Notice”), which Claim Notice shall include, to the extent known, the nature and basis of such Third Party Claim, the basis for indemnification hereunder and the amount in dispute under action, claim or proceeding; provided, however, that the failure of the assertion of any claim, Indemnified Party to provide the Claim Notice shall not release or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide waive the Indemnifying Party such information with respect thereto from its obligations to the Indemnified Party under this Article 11 except to the extent that the Indemnifying Party is prejudiced as a result of such failure. (b) Following receipt of the Claim Notice, the Indemnifying Party may reasonably requestelect at any time to assume and thereafter conduct the defense and settlement of any Third Party Claim subject to any such indemnification claim with counsel of the Indemnifying Party’s choice and to settle or compromise any such Third Party Claim, and the Indemnified Party shall cooperate in all respects with the conduct of such defense by the Indemnifying Party and/or the settlement of such Third Party Claim by the Indemnifying Party; provided, however, that the Indemnifying Party will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Third Party Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld or delayed), unless the terms of such settlement provide for a complete release of the claims that are the subject of such action, claim or proceeding in favor of the Indemnified Party. The failure Notwithstanding the foregoing, the Indemnified Party shall have the right to so notify control the defense of, and the Indemnifying Party shall not relieve be entitled to assume the defense of, any Third Party Claim that seeks relief other than monetary damages against the Indemnified Party and that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. (c) The Parties agree to cooperate fully in connection with the defense, negotiation or settlement of any claim for indemnification arising from a Third Party Claim. Such cooperation will include the retention and, upon the request of the party defending, negotiating or settling the claim, the provision to such party of records and information which are reasonably relevant to such Third Party Claim, and making employees and other Representatives reasonably available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. (d) If the Indemnifying Party of its obligations hereunder, except fails or refuses to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control undertake the defense of such Third Party Claim within thirty (30) calendar days after the claim for indemnification has been tendered to the Indemnifying Party by the Indemnified Party, pursuant to and appoint lead counsel for in accordance with Section 11.5(b), or if the Indemnifying Party later fails to conduct in good faith the defense or withdraws from such defense, in each case at its expense; provided that Limited Brands or its Affiliates the Indemnified Party shall control have the right to (i) undertake the defense ofof such claim with counsel of its own choosing, and appoint the lead counsel in connection with, the Retained Litigation. (c) If with the Indemnifying Party being responsible for the reasonable costs and expenses of such defense as Losses hereunder if and to the extent that such claim is a claim for which such Indemnified Party is entitled to be defended, indemnified, held harmless or reimbursed under this Article 11, and (ii) settle or compromise, or attempt to settle or compromise, the Third Party Claim; provided, however, that the Indemnified Party shall assume the control of the defense of any not settle or compromise such Third Party Claim in accordance with the provisions of this Section 12.03, (i) without the Indemnifying Party shall obtain the Party’s prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party). (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party Any Party seeking indemnification under Section 12.02 this Article X (the “Indemnified Party”) agrees to shall give prompt notice to the party Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or a claim for indemnification hereunder; provided that no delay on the commencement part of any suit, action or proceeding (“Claim”) the Indemnified Party in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations any Liability hereunder, except to the extent such failure shall have adversely prejudiced that the Indemnifying Party. (b) The Party has been prejudiced thereby. If the claim for indemnification relates to a Third Party Claim, the Indemnifying Party shall be entitled to may, if it so elects, participate in and control the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its own expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) . If the Indemnifying Party shall assume the assumes control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03Claim, (i) the Indemnifying Party shall obtain not be liable under this Article X for any fees or any other expenses with respect to the prior written consent defense of such Third Party Claim incurred by the Indemnified Party or any compromise or settlement effected by the Indemnified Party without the Indemnifying Party’s written consent. Notwithstanding the foregoing, whether or not the Indemnifying Party assumes the defense of a Third Party Claim, (which shall a) if the Indemnified Party reasonably determines in good faith that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party or (b) the Indemnified Party’s counsel advises the Indemnified Party in writing, with a copy delivered to Seller, that there is a conflict of interest that could make it inappropriate or inadvisable under applicable standards of professional conduct to have common counsel, then the Indemnified Party may, by written notice to the Indemnifying Party, at its own expense, participate in, but not be unreasonably withheldcontrol, conditioned the defense, compromise or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release provided that the Indemnified Party from all liabilities shall not be bound by any determination of a Third Party Claim so defended or any compromise or settlement effected without its consent. The Party controlling the defense of any third party suit, action or proceeding shall keep the other Party advised of the status of such action, suit or proceeding and obligations the defense thereof and shall consider in good faith recommendations made by the other Party with respect thereto. Notwithstanding anything to the contrary in this Agreement, if a settlement offer solely for money damages is made by a third party and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and pay the total amount called for by such offer (subject to the limitations in Section 10.3 of this Agreement), and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Third Party Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party Claim or that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement imposes injunctive or other equitable relief against offer that the Indemnified Party and declined to accept or (iiB) the aggregate Damages of the Indemnified Party shall be entitled with respect to participate in the defense of such Third Party Claim and (subject to employ separate counsel the limitations in Section 10.3 of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received). (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. The obligations of the indemnifying parties under this Article X to indemnify the indemnified parties with respect to Belden Damages or CSH Group Damages, as the case may be, resulting from the assertion of liability by third parties, including any proposed audit adjustment with respect to any Tax (a "Claim"), will be subject to the following terms and conditions: (a) The An indemnitee against whom any Claim is asserted will give the indemnifying party seeking indemnification under Section 12.02 or parties, as the case may be, written notice of any such Claim promptly after learning of such Claim, and each indemnifying party may at its option undertake the defense thereof (or in the “Indemnified Party”case of an audit with respect to Taxes, un- 50 dertake to control the audit) agrees by representatives of its own choosing. Failure to give prompt notice to of a Claim hereunder shall not affect the party against whom indemnity is sought (the “Indemnifying Party”) obligations of the assertion of any claimindemnifying party or parties, or as the commencement of any suitcase may be, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, this Article X except to the extent an indemnifying party is actually prejudiced by such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in give prompt notice. If an indemnifying party within 30 days after notice of any such Claim, or such shorter period as is reasonably required, fails to assume the defense of any such Claim, the indemnitee against whom such Claim asserted by any third has been made will (upon further notice to the indemnifying party) have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk, and at the expense, of the indemnifying party (“Third Party Claim”) andor parties, as the case may be, subject to the limitations set forth in this Section, shall be entitled right of each indemnifying party to control assume the defense of such Third Party Claim at any time prior to settlement, compromise or final determination thereof. In connection with the handling and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection withdisposition of any Claim, the Retained Litigation. (c) If parties agree to use their reasonable best efforts to cooperate and consult with each other to the Indemnifying Party shall assume extent practicable in order to mitigate any CSH Group Damages or Belden Damages which may arise from any such Claim. Without limiting the control generality of the defense of any Third Party Claim in accordance with foregoing, all the provisions of this Section 12.03, (i) the Indemnifying Party Parties shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, cooperate in the defense or prosecution of any Third Party Claim thereof and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearingshearing, trials or appeals, and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the indemnifying party to, and reasonable retention by such indemnified party of, records and information which are reasonably relevant to a Claim, and making employees available on a mutually convenient basis to provide information and explanations of any material provided hereunder. (eb) Each Indemnified Party must mitigate Anything in accordance this Section 10.6 to the contrary notwithstanding, no indemnitor or indemnitee shall admit any liability with applicable Law respect to a Claim or enter into any loss for settlement or compromise of any action, suit or proceeding or consent to the entry of any judgment with respect to a Claim (i) which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after does not include as an unconditional term thereof the Indemnifying Party has paid delivery by the Indemnified Party under any indemnification provision claimant or plaintiff to the indemnitor or indemnitee, as the case may be, of this Agreement a written release from all liability in respect of that losssuch action, suit or proceeding and (ii) without the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent prior written consent of the value of indemnitor or indemnitee, as the benefit (orcase may be, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedwhich consent shall not be unreasonably withheld or delayed. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 11.02 (the “Indemnified Party”"INDEMNIFIED PARTY") agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”"CLAIM") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim other than those notices and documents separately addressed to the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”"THIRD PARTY CLAIM") and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.0311.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) . Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking Any indemnification of Grifols, Grifols Affiliates, Cadence, or Cadence Affiliates hereunder shall include and extend to the benefit of their respective shareholders, directors, officers and employees. Any person that may be entitled to indemnification under Section 12.02 this Agreement (the an “Indemnified Party”) agrees to shall give prompt written notice to the party against whom indemnity is sought Person obligated to indemnify it (the an “Indemnifying Party”) with reasonable promptness upon becoming aware of any facts upon which a claim for indemnification will be based; the assertion notice shall set forth such information with respect thereto as is then reasonably available to the Indemnified Party. The Indemnifying Party shall have the right to undertake the defense of any claim, or the commencement of any demand, suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party Third Party (a “Third Party Claim”) and, subject with counsel reasonably satisfactory to the limitations set forth Indemnified Party and the Indemnified Party shall cooperate in this Sectionsuch defense and make available all records, shall be entitled to control materials and witnesses reasonably requested by the defense of such Third Indemnifying Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, therewith at the Retained Litigation. (c) Indemnifying Party’s expense. If the Indemnifying Party shall assume the control of have assumed the defense of any Third the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party in accordance connection with the provisions of this Section 12.03defense thereof. The Indemnifying Party shall not be liable for any Third-Party Claim settled without its consent, (i) the which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheldprior to ceasing to defend, conditioned settling or delayed) before entering into otherwise disposing of any settlement of such Third Third-Party Claim, Claim if the settlement does not release as a result thereof the Indemnified Party from all liabilities and obligations with respect would become subject to such Third Party Claim or the settlement imposes injunctive or other equitable relief against or if the Indemnified Party and (ii) the Indemnified Party shall be entitled may reasonably object to participate in the defense such disposition of such Third Third-Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by based on a continuing adverse effect on the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking Any party(ies) entitled to indemnification under Section 12.02 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against from whom indemnity the Indemnified Party is sought entitled to seek indemnification (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may the Indemnified Party is entitled to seek indemnification under Section 11.02 (it being understood that a party’s entitlement to indemnification shall be sought under such Section determined without regard to the application of (i) the Seller General Basket, Seller Environmental Basket and Buyer Basket (collectively, the “Baskets”) and (ii) the Seller Cap and Buyer Cap (collectively, the “Caps”)) and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Seller shall control and appoint lead counsel for the defense of any claim asserted by any third party (a “Third Party Claim”) that is an Excluded Liability. In addition, the Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim or any Environmental Matter if (i) it is reasonably expected that indemnification payments to be made by the Indemnifying Party in respect of such Third Party Claim or Environmental Matter in accordance with Section 11.02 (taking into account the Baskets and the Caps) will be greater than the harm suffered by the Indemnified Party as a result of such Third Party Claim, including any injunctive, equitable or other non-monetary relief sought by such third party, (ii) the Indemnifying Party shall acknowledge in writing its obligation to indemnify the Indemnified Party for any Damages relating to such Third Party Claim or Environmental Matter (subject to the limitations on indemnification set forth in this Article 11, including the Baskets and the Caps) and (iii) the Indemnifying Party shall notify the Indemnified Party that it has elected to assume such defense promptly but in any event within 30 days after receipt of the notice with respect to such Third Party Claim referred to in Section 11.02(a) or, with respect to Environmental Matters, in a timely manner given the facts and circumstances and changes thereto or development thereof over time (it being understood that the Indemnified Party shall be entitled to take such actions as may be required to defend such Third Party Claim, including if necessary seeking extensions of time to respond to pleadings and the like, prior to the receipt of such acknowledgement within the 30-day period referred to above). The Indemnified Party shall be entitled to control and appoint lead counsel for the defense of any Third Party Claim if the Indemnifying Party is not entitled to, or fails to, elect to assume the defense of such claim pursuant to the foregoing sentence, or thereafter if the Indemnifying Party fails or ceases to prosecute such claim with reasonable diligence. (c) The party controlling the defense of any Third Party Claim or Environmental Matter in accordance with the provisions of this Section 12.03, 11.03 (the “Controlling Party”) (i) shall pay all the Indemnifying costs of such defense (including attorneys’ fees), provided that if the Indemnified Party is the Controlling Party, then such costs shall be considered Damages arising out of such Third Party Claim for purposes of Section 11.02, and (ii) shall obtain the prior written consent of the Indemnified Party other party (which shall not be unreasonably withheld, conditioned or delayedthe “Non-Controlling Party”) before entering into any settlement of such Third Party ClaimClaim or Environmental Matter, such consent not to be unreasonably withheld (A) if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes impose injunctive or other equitable relief against the Indemnified Non-Controlling Party and or (iiB) with respect to Environmental Matters, if the Indemnified settlement is consistent with the terms of Section 11.03(g). The Non-Controlling Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Non-Controlling Party, unless in the reasonable judgment of counsel to the Non-Controlling Party there is a conflict of interest between the Controlling Party and the Non-Controlling Party, in which case such fees and expenses shall be paid by the Controlling Party (provided that if the Indemnified Party is the Controlling Party, then such fees and expenses shall be considered Damages arising out of such Third Party Claim for purposes of Section 11.02). In any Third Party Claim where an Indemnified Party is the Non-Controlling Party and which involves any material customer or supplier of the Indemnified Party or its Affiliates, such participation shall in any event include the right of the Non-Controlling Party to engage in direct discussions with the other parties to such Third Party Claim, including discussions concerning the claim and the potential resolution thereof; provided that (1) such participation right shall not alter the rights of the Controlling Party to control and direct the defense of such Third Party Claim, including the right to reject or accept any resolution proposed by the Non-Controlling Party in such Controlling Party’s sole discretion, and (2) the Non-Controlling Party shall disclose to such other parties that in conducting any such discussions, the Non-Controlling Party is acting on its own behalf and not as a Representative of the Controlling Party and the Non-Controlling Party is not authorized to agree to any settlement with respect to such Third Party Claim. With respect to any Third Party Claim relating to the Specified Matters, the Controlling Party shall retain the legal counsel identified in Section 11.03(c) of the Disclosure Schedule with respect thereto and shall not replace or discharge such counsel absent good cause. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. In furtherance and not in limitation of the foregoing, in connection with the defense of any Infringement Claim, Buyer shall, to the extent requested by Seller, assert (or, in Buyer’s sole discretion, allow Seller to assert on its behalf) against the Person making such Infringement Claim any claims for infringement or misappropriation of Business Intellectual Property Rights for which there is a reasonable basis in law and fact. A Controlling Party shall, to the extent requested by the Non-Controlling Party, (i) keep the Non-Controlling Party reasonably informed relating to the progress of any significant matter (including providing the Non-Controlling Party with periodic summaries of the status of such Third Party Claim and the amounts spent with respect thereto and copies of all material plans, reports and external correspondence and notifying the Non-Controlling Party of, and giving the Non-Controlling Party the opportunity to attend, scheduled voice or in-person conferences with regulators or other third parties) and (ii) provide the Non-Controlling Party with a reasonable period of time, given the specific circumstances, to permit such party to comment on any material proposed actions, and to consider in good faith any such comments. (e) Each Indemnified Party must mitigate in accordance with applicable as required by Applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use its reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.0211.02. (g) In addition to the provisions set forth in Section 11.03(a), 11.03(b), 11.03(c), 11.03(e) and 11.03(f) above, with respect to any matter for which Buyer or its Affiliates seek indemnification relating to a Warranty Breach of Section 3.20, an Excluded Environmental Liability, an Identified Environmental Liability or any other environmental matter otherwise subject to indemnification under the terms of this Agreement (“Environmental Matters”): (i) Except as set forth in Section 11.03(b), Buyer will retain the defense, control and resolution of any Environmental Matters, including disclosure, investigation, negotiation, performance and settlement of such matters. With respect to any Environmental Matters, the Controlling Party shall, to the extent requested by the Non-Controlling Party, (1) keep the other party reasonably informed relating to the progress of any significant matter (including providing the Non-Controlling Party with copies of all material plans, reports and external correspondence and notifying the other party of, and giving the Non-Controlling Party the opportunity to attend, scheduled voice or in-person conferences with regulators or other third parties), (2) provide the other party with a reasonable period of time, given the specific circumstances, to permit such party to comment on any material proposed actions, and to consider in good faith any such comments and (3) not unreasonably interfere with the ordinary course operation of the business at any Real Property or with the continuing use of the Real Property in the manner being used as of the Closing Date; (ii) Buyer agrees to, and shall cause its Affiliates to, cooperate with Seller in providing all necessary and reasonably requested access to properties, facilities, employees and records and timely providing Seller with copies of all communications relating to such matter received from any Governmental Authority or third party; (iii) Each party agrees to cooperate, and to cause their respective Affiliates to cooperate, in the defense or prosecution of any Environmental Matter and shall provide to the other party with copies of any and all material environmental audits, studies, action plans, tests and communications with any Governmental Agency or third party relating to investigatory, remedial or other activities with respect to any property which may be subject to a claim for indemnification for any Environmental Matters; (iv) Seller’s obligation to indemnify Buyer or any of its Affiliates shall be limited to those Damages which must be incurred, based upon (1) the use of a reasonable and cost-effective method available under the circumstances and (2) the industrial or commercial use of the property as of the Closing Date, to meet, in a reasonably cost-effective manner, the requirements of any applicable Environmental Law or to meet the demands of any applicable Governmental Authority or as required by any judicial or administrative resolution, order or settlement agreement of a Third Party Claim otherwise complying with the terms of this Agreement. To the extent necessary to achieve the purposes set forth in this Section, Buyer and its Affiliates agree that engineering or institutional controls and a deed or other restriction are each a reasonable cost-effective method, so long as such control or restriction does not materially limit the industrial or commercial activities being performed on the applicable property as of the Closing Date. (v) Seller shall have no liability under this Agreement for any Damages relating to Environmental Matters to the extent arising out of any sampling of the soil or groundwater or any disclosure, report, or communication to any Governmental Authority or third party by Buyer or any of its Affiliates (or by a Third Party Buyer of any Real Property as described in clause (B) below), or out of the initiation or encouragement by Buyer or any of its Affiliates of any action by any Governmental Authority or third party unless: (A) Buyer or any of its Affiliates reasonably believes it must investigate, take action, initiate or encourage any such action due to (1) the requirements of any applicable law, including any Environmental Law, (2) a need to respond to any Third Party Claim against Buyer or its Affiliates, (3) the discovery of a condition first identified as a result of construction activities which would have been undertaken in the ordinary course of operating the site in the manner in which it is operating as of the Closing Date, in the absence of an indemnity or (4) the discovery of a condition in the ordinary course of operating the site in the manner in which it is operating as of the Closing Date which condition, if unaddressed, would reasonably be expected to result in a material Third Party Claim or imminent and substantial risk to human health; (B) Buyer or any of its Affiliates reasonably believes that it (or any Third Party Buyer) must investigate, take action, initiate or encourage any such action to meet the demands of a reasonable third party buyer or its financing parties (collectively, “Third Party Buyers”) in connection with the sale of the applicable Real Property to such third party or any other transaction involving the direct or indirect transfer of, or related encumbrance on, the applicable Real Property; provided that the liability of Seller under this Agreement for any Damages for any Environmental Matters triggered by such Third Party Buyer requirement shall be limited to 50% of any Damages incurred by Buyer or its Affiliates, to be determined after the application of the Baskets and Caps; and (C) Buyer or any of its Affiliates investigates, takes action, initiates or encourages any such action other than as described above, in which case the liability of Seller under this Agreement for any Damages relating to Environmental Matters triggered by such investigation, action, initiation or encouragement shall be limited to 20% of any Damages incurred by Buyer or its Affiliates, to be determined after the application of the Baskets and Caps.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) The party seeking If any Person who or which is entitled to seek indemnification under Section 12.02 9.2 (the an “Indemnified Party”) agrees receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to give prompt notice indemnification under Section 9.2, the Indemnified Party shall promptly (i) notify the Party obligated to the party against whom indemnity is sought Indemnified Party pursuant to Section 9.2 above, (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding Third Party Claim and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide transmit to the Indemnifying Party such information a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect thereto that to such claim (if any), the Indemnifying Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party may reasonably requestClaim and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations the Indemnified Party’s indemnification hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying PartyParty is prejudiced by such delay or omission. (b) The Indemnifying Party shall be entitled have the right to participate in defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of any Claim asserted by any third party (“the Third Party Claim”) and, subject Claim (such election to be without prejudice to the limitations set forth in right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this SectionArticle IX), then the Indemnifying Party shall be entitled have the right to control the defense of defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 9.4(b). The Indemnifying Party shall have full control of such defense and appoint lead counsel for such defenseproceedings, in each case at its expenseincluding any compromise or settlement thereof; provided that Limited Brands the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates shall control Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense ofor settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), and appoint the lead counsel in connection with, the Retained LitigationIndemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.4(b), then the Indemnified Party shall assume have the control of right to defend, and be reimbursed for its reasonable cost and expense (but only if the defense of Indemnified Party is actually ultimately determined to be entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in accordance with the provisions good faith and have full control of this Section 12.03such defense and proceedings; provided, (i) the Indemnifying Party shall obtain the prior written consent of however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into ). The Indemnifying Party may participate in, but not control, any defense or settlement of such Third Party Claim, if the settlement does not release controlled by the Indemnified Party from all liabilities pursuant to this Section 9.4(c), and obligations the Indemnifying Party shall bear its own costs and expenses with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partyparticipation. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution Any claim by an Indemnified Party on account of any Losses that does not result from a Third Party Claim and shall furnish or cause to (a “Direct Claim”) will be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after asserted by giving the Indemnifying Party has paid reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party under any indemnification provision becomes aware of this Agreement in respect of that loss, such Direct Claim. Such notice by the Indemnified Party must notify will describe the Indemnifying Party Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and pay to will indicate the Indemnifying Party the extent of the value of the benefit (orestimated amount, if lessreasonably practicable, the amount of any such loss previously paid damages that has been or may be sustained by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs . The Indemnifying Party will have a period of mitigationtwenty (20) days within two Business Days after the benefit which to object or accept in writing such Direct Claim. Any such objection is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.called a “

Procedures. (a) The party seeking indemnification under Section 12.02 9.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.039.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party Party, and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking Any party(ies) entitled to indemnification under Section 12.02 11.02 (the “Indemnified Party”) agrees to give prompt notice to the party against from whom indemnity the Indemnified Party is sought entitled to seek indemnification (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may the Indemnified Party is entitled to seek indemnification under Section 11.02 (it being understood that a party’s entitlement to indemnification shall be sought under such Section determined without regard to the application of (i) the Seller General Basket, Seller Environmental Basket and Buyer Basket (collectively, the “Baskets”) and (ii) the Seller Cap and Buyer Cap (collectively, the “Caps”)) and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Seller shall control and appoint lead counsel for the defense of any claim asserted by any third party (a “Third Party Claim”) that is an Excluded Liability. In addition, the Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim or any Environmental Matter if (i) it is reasonably expected that indemnification payments to be made by the Indemnifying Party in respect of such Third Party Claim or Environmental Matter in accordance with Section 11.02 (taking into account the provisions of this Section 12.03, (iBaskets and the Caps) will be greater than the Indemnifying Party shall obtain the prior written consent of harm suffered by the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement as a result of such Third Party Claim, if including any injunctive, equitable or other non-monetary relief sought by such third party, (ii) the settlement does not release Indemnifying Party shall acknowledge in writing its obligation to indemnify the Indemnified Party from all liabilities for any Damages relating to such Third Party Claim or Environmental Matter (subject to the limitations on indemnification set forth in this Article 11, including the Baskets and obligations the Caps) and (iii) the Indemnifying Party shall notify the Indemnified Party that it has elected to assume such defense promptly but in any event within 30 days after receipt of the notice with respect to such Third Party Claim referred to in Section 11.02(a) or, with respect to Environmental Matters, in a timely manner given the facts and circumstances and changes thereto or the settlement imposes injunctive or other equitable relief against the Indemnified Party and development thereof over time (ii) it being understood that the Indemnified Party shall be entitled to participate in the defense of take such actions as may be required to defend such Third Party Claim Claim, including if necessary seeking extensions of time to respond to pleadings and the like, prior to employ separate counsel the receipt of its choice for such purposeacknowledgement within the 30-day period referred to above). The fees and expenses of such separate counsel Indemnified Party shall be paid by the Indemnified Party. (d) Each party shall cooperate, entitled to control and cause their respective Affiliates to cooperate, in appoint lead counsel for the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after if the Indemnifying Party has paid is not entitled to, or fails to, elect to assume the Indemnified Party under any indemnification provision defense of this Agreement in respect of that losssuch claim pursuant to the foregoing sentence, the Indemnified Party must notify or thereafter if the Indemnifying Party and pay fails or ceases to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any prosecute such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s claim with reasonable costs of mitigation) within two Business Days after the benefit is receiveddiligence. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking indemnification under Section 12.02 11.02 (the “"Indemnified Party”") agrees to give prompt notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding (“"Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except solely to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“"Third Party Claim”") and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume have the right to the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.0311.03, with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party shall obtain notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim (whether or not otherwise required hereunder and with no reservation of rights), (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) the Third Party Claim for indemnification does not relate to or arise in connection with any criminal proceeding, action, indictment, allegation or investigation, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (d) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 11.03(c) above, (i) the Indemnified Party may, at its election, retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment, enter into any settlement with respect to the Third Party Claim or cease to defend such claim without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim unless either the Indemnifying Party obtains a written agreement releasing the Indemnified Party from all liability thereunder or the consent of the Indemnified Party (which consent shall not be unreasonably withheld). (e) In the event any of the conditions in Section 11.03(c) above is or becomes unsatisfied, conditioned however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or delayed) before entering enter into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such to, the Third Party Claim or with separate counsel reasonably acceptable to the settlement imposes injunctive or other equitable relief against the Indemnified Party Indemnifying Party, and (ii) the Indemnifying Parties will remain responsible for any Damages the Indemnified Party shall be entitled may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to participate the fullest extent provided in this Article 11. In the event the Indemnifying Party exercises its right to the control of the defense of such any Third Party Claim in accordance with the provisions of Section 11.03(c) above and to employ separate counsel of its choice the conditions in Section 11.03(c) above become unsatisfied, the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for such purpose. The fees the fees, costs and expenses of such separate counsel shall be paid by defending against the Indemnified PartyThird Party Claim (including reasonable attorneys' fees and expenses) pursuant to Section 11.03(e)(i) above. (df) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (eg) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that lossshall, the Indemnified Party must notify the Indemnifying Party and pay without prejudice to the Indemnifying Party the extent of the value of the benefit (orbeing entitled to be indemnified, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, coverage for any Damages payable under Section 12.0211.02.

Procedures. (a) The party seeking indemnification under Section 12.02 (the “Promptly after receipt by an Indemnified Party”) agrees to give prompt Party of notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suitaction, action suit or proceeding (“Claim”) by a person not a party to this Agreement in respect of which indemnity may be sought under such Section and the Indemnified Party will seek indemnification hereunder (a "Third Party Action"), the Indemnified Party will notify the party required to provide indemnification (the "Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The Party") in writing, but any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderit from any liability that it may have under this Section 11.3, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume is prejudiced by the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the failure to give such notice. The Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim Action and to assume control of such defense (including settlement thereof) with counsel reasonably acceptable to such Indemnified Party; provided however, that: (i) the Indemnified Party shall be permitted to participation the defense of such Third Party Action and to employ separate counsel of as its choice for such purpose. The fees and own expense (which shall not constitute legal expenses subject to indemnification) to assist in the handling of such separate counsel Third Party Action; (ii) the Indemnifying Party shall be paid by obtain the prior written approval of the Indemnified Party before settlement of or ceasing to defend such Third Party Action, if such action would adversely affect the Indemnified Party. ; (diii) Each party no Indemnifying Party shall cooperate, and cause their respective Affiliates consent to cooperate, in the entry of any judgment or enter into any settlement that does not include the unconditional release of each Indemnified Party from all liability under such Third Party Action; (iv) the Indemnifying Party shall not be entitled to control the defense or prosecution of any Third Party Claim Action unless it has confirmed in writing its assumption of such defense and shall furnish or cause continues to be furnished such records, information defend same reasonably and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. good faith; (ev) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party's assumption of the defense of such Third Party has paid Action hereunder, the Indemnifying Party shall not be responsible for any legal expenses of the Indemnified Party under and the Indemnified Party will not admit any indemnification provision liability, settle, compromise or discharge the claim underlying such Third Party Action without the Indemnifying Party's prior written consent; (vi) if the Indemnifying Party does not assume the defense of this Agreement in respect of that losssuch Third Part Action, the Indemnified Party must notify shall have the right to defend and/or settle same in such manner as it may deem appropriate at the cost and expense of the Indemnifying Party; (vii) the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to will promptly reimburse the Indemnified Party in cash, check or wire transfer periodically upon receipt of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedan invoice therefor with supporting documentation. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. All claims by any Indemnified Party shall be asserted and resolved in accordance with the following provisions. If any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from such Indemnified Party by a third party (aa "Third Party Claim"), the Indemnified Party shall with reasonable promptness (but in no event later than ten (10) The party seeking indemnification under Section 12.02 (days after the “Third Party Claim is so asserted or sought against the Indemnified Party”) agrees notify in writing the Indemnifying Party of such Third Party Claim enclosing a copy of all pages served and stating with reasonable specificity the circumstances of the Indemnified Party's claim for indemnification; provided, however, that any failure to give prompt such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced. After receipt by the Indemnifying Party of such notice, then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party's notice to the party Indemnifying Party as set forth above, and shall take all actions necessary, including but not limited to the posting of such bond or other security as may be required by any governmental authority, so as to enable the Third Party Claim to be defended against whom indemnity is sought (or resolved without expense or other action by the “Indemnified Party. Upon request of the Indemnifying Party”) of , the assertion of any claimIndemnified Party shall, or to the commencement of any suit, action or proceeding (“Claim”) extent it may legally do so and to the extent that it is compensated in respect of which indemnity may be sought under such Section and will provide advance by the Indemnifying Party for any costs and expenses thereby incurred: (i) take such information with respect thereto that action as the Indemnifying Party may reasonably request. The failure to so notify request in connection with such action, (ii) allow the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent dispute such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate action in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent name of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect conduct a defense to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense action on behalf of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (eiii) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay render to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any all such loss previously paid by assistance as the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedmay reasonably request in connection with such dispute and defense. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (ai) The party seeking Any Person making a claim for indemnification under Section 12.02 9.1 or Section 9.2 (the an “Indemnified Party”) agrees to give prompt notice to shall notify the party against whom indemnity indemnification is sought (the an “Indemnifying Party”) of the assertion claim in writing promptly after receiving notice of any claimaction, lawsuit, proceeding, investigation, demand or other claim against the commencement of any suit, action or proceeding Indemnified Party by a third party (a “Third-Party Claim”), describing the Third-Party Claim, the amount thereof (if known and quantifiable) and the basis thereof in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto reasonable detail; provided that the Indemnifying Party may reasonably request. The failure to so notify the an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that (and only to the extent that) such failure shall have adversely prejudiced caused the indemnifiable Losses to be greater than such Losses would have been had the Indemnified Party given the Indemnifying PartyParty prompt notice hereunder. (bii) The Any Indemnifying Party shall be entitled to participate in the defense of any such Third-Party Claim asserted by any third party (“Third Party Claim”) andat such Indemnifying Party’s expense, subject to the limitations set forth in this Section, and at its option shall be entitled to control assume the defense of such Third thereof by appointing a reputable counsel reasonably acceptable to the Indemnified Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint to be the lead counsel in connection with, the Retained Litigation. with such defense; provided that (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (ix) the Indemnifying Party shall obtain the prior written consent of acknowledges in writing its obligation to indemnify the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from for all liabilities and obligations with respect Losses related to such Third Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (iiy) the Indemnified Party shall be entitled to participate in the defense of such Third Third-Party Claim and to employ separate counsel of its choice for such purpose. The purpose (provided that the fees and expenses of such separate counsel shall be paid borne by the Indemnified Party and shall not be recoverable from such Indemnifying Party under this Article IX). Notwithstanding the foregoing, if the Indemnified Party shall have determined in good faith and upon advice of counsel that (x) an actual or likely conflict of interest makes representation of the Indemnifying Party and the Indemnified Party by the same counsel inappropriate or (y) the defendants in, or targets of, any such action or proceeding include both the Indemnified Party and an Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action or proceeding on behalf of the Indemnified Party), then, in each case, the Indemnified Party may, upon notice to the Indemnifying Party, engage separate counsel, and the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party to the extent the Third-Party Claim is indemnifiable hereunder. (iii) Upon assumption of the defense of any such Third-Party Claim by the Indemnifying Party, the Indemnified Party will not pay, or permit to be paid, any part of the Third-Party Claim, unless the Indemnifying Party consents in writing (such consent not to be unreasonably withheld or delayed) to such payment or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnified Party is entered against the Indemnified Party for such Liability. Notwithstanding anything to the contrary herein, the Indemnifying Party shall not compromise or settle, or admit any Liability with respect to, any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), unless (x) the relief consists solely of money damages (all of which the Indemnifying Party shall pay), (y) such settlement or compromise includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto and (z) such settlement or compromise does not include any admission of fault or wrongdoing on the part of the Indemnified Party. (div) Each party In all cases with respect to Third-Party Claims, the Parties shall cooperateprovide reasonable cooperation to each other in defense of such Third-Party Claims, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such recordsincluding by making employees, information and testimonydocumentation reasonably available (including for purposes of fact finding, and attend such conferencesconsultation, discovery proceedingsinterviews, hearingsdepositions and, trials or appealsif required, as may witnesses) and providing such information, testimony and access to their books and records, during normal business hours and upon reasonable notice, in each case as shall be reasonably requested necessary in connection therewithwith the contest or defense. (ev) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid shall not reasonably assume the Indemnified defense of any such Third-Party under Claim, or fails to competently prosecute or withdraws from the defense of any indemnification provision of this Agreement in respect of that losssuch Third-Party Claim, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (ormay defend against such matter, if less, the amount of any such loss previously paid by at the Indemnifying Party) to ’s expense, in a manner consistent with the Indemnified Party above provisions regarding conduct of that mitigation (less the defense by the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) The party seeking A claim for indemnification under Section 12.02 for any matter not involving a Third-Party Claim may be asserted by written notice to the Party from whom indemnification is sought. (b) Promptly after a Person entitled to indemnification hereunder (the “Indemnified Party”) agrees has received notice or has knowledge of any Third-Party claim, demand, action or proceeding, or threatened claim, demand, action or proceeding (a “Third-Party Claim”) which could result in a Loss for which such Party may be entitled to give prompt notice indemnification under this ARTICLE 12, the Indemnified Party shall promptly deliver to the party Party against whom indemnity indemnification is sought under this ARTICLE 12 (the “Indemnifying Party”) written notice of such Third-Party Claim (the “Claim Notice”), which Claim Notice shall include, to the extent known, the nature and basis of such Third-Party Claim, the basis for indemnification hereunder, and the amount in dispute under such Third-Party Claim; provided, however, that the failure of the assertion of any claim, Indemnified Party to provide the Claim Notice shall not release or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide waive the Indemnifying Party such information with respect thereto from its obligations to the Indemnified Party under this ARTICLE 12 except to the extent that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely is actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense as a result of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigationfailure. (c) If Following receipt of the Claim Notice, the Indemnifying Party shall may elect at any time to assume and thereafter conduct the control defense and settlement, of any Third-Party Claim subject to any such indemnification claim with counsel of the defense of Indemnifying Party’s choice and to settle or compromise any Third such Third-Party Claim Claim, and the Indemnified Party shall cooperate in accordance all respects with the provisions conduct of this Section 12.03, (i) such defense by the Indemnifying Party shall obtain and/or the settlement of such Third-Party Claim by the Indemnifying Party; provided, however, that the Indemnifying Party will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Third-Party Claim without the Indemnified Party’s prior written consent of the Indemnified Party approval (which shall not be unreasonably withheld, conditioned conditioned, or delayed) before entering into any settlement ), unless the terms of such Third Party Claimsettlement provide for a complete release of the claims that are the subject of such action, if claim, or proceeding in favor of the settlement does not release Indemnified Party. Notwithstanding the foregoing, the Indemnified Party from all liabilities shall have the right to control the defense of, and obligations with respect the Indemnifying Party shall not be entitled to such Third assume the defense of, any Third-Party Claim or the settlement imposes injunctive or that seeks relief other equitable relief than monetary damages against the Indemnified Party and (ii) that the Indemnified Party shall reasonably determines, after conferring with its outside counsel, cannot be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice separated from any related claim for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Partymoney damages. (d) Each The Parties agree to cooperate fully in connection with the defense, negotiation, or settlement of any claim for indemnification arising from a Third-Party Claim. Such cooperation will include the retention and, upon the request of the party shall cooperatedefending, negotiating or settling the claim, the provision to such party of records and information which are reasonably relevant to such Third-Party Claim, and cause their respective Affiliates making employees and other Representatives reasonably available on a mutually convenient basis to cooperate, in the defense or prosecution provide additional information and explanation of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithmaterials provided hereunder. (e) Each If the Indemnifying Party fails or refuses to undertake the defense of such Third-Party Claim within sixty (60) calendar days after the claim for indemnification has been tendered to the Indemnifying Party by the Indemnified Party must mitigate Party, pursuant to and in accordance with applicable Law any loss Section 12.6(c), or if the Indemnifying Party later fails to conduct in good faith the defense or withdraws from such defense, the Indemnified Party shall have the right to (i) undertake the defense of such claim with counsel of its own choosing, with the Indemnifying Party being responsible for the reasonable costs and expenses of such defense as Losses hereunder if and to the extent that such claim is determined to be a claim for which such Indemnified Party seeks indemnification is entitled to be defended, indemnified, held harmless or reimbursed under this Agreement. If such Indemnified ARTICLE 12, and (ii) settle or compromise, or attempt to settle or compromise, the Third-Party mitigates its loss after the Indemnifying Party has paid Claim; provided, however, that the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified shall not settle or compromise such Third-Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by Claim without the Indemnifying Party) to the Indemnified Party of that mitigation ’s prior written consent (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party which shall use reasonable efforts to collect any amounts available under insurance coveragenot be unreasonably withheld, conditioned, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02delayed).