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 case any claim is made, or any suit or action is commenced, against a Party (the “Indemnified Party”) agrees to in respect of which indemnification may be sought by it under this Article XVIII, the Indemnified Party shall promptly give prompt notice to the party against whom indemnity is sought other Party (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 notice thereof and will provide the Indemnifying Party shall have the right to assume control of and defend, in the name of the Indemnified Party, any claim of which it has received such information notice, by giving written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice from the Indemnified Party, to assume, at the Indemnifying Party’s expense, the defense thereof, with respect thereto that counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party may reasonably request. The failure to such Indemnified Party of its election so notify to assume the defense thereof, the Indemnifying Party shall not relieve be liable to such Indemnified Party under this Section 18.3 for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the Indemnifying Party of its obligations hereunderdefense thereof, except to the extent such failure set forth in Section 18.3(b). (b) The Indemnified Party shall have adversely prejudiced the right to employ its own counsel if the Indemnifying Party elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel at the Indemnifying Party’s expense has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it 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 on behalf of the Indemnified Party), in any of which events the attorneys’ fees and expenses of counsel to the Indemnified Party shall be borne by the Indemnifying Party. (bc) The Indemnified Party or Indemnifying Party shall may at any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in respect of which payments may be entitled to participate in sought by the defense of any Claim asserted by any third party (“Third 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 ofhereunder, 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 may settle or compromise any such claim, suit or action solely for the payment of money damages for which the Indemnified Party will be released and fully indemnified hereunder, but shall obtain not agree to any other settlement or compromise without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed) before entering into withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement of such Third Party Claimor compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), 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 may not settle or compromise any such claim, suit or action without the prior written consent of the Indemnifying Party, which consent shall not be entitled unreasonably withheld and the Indemnifying party will have no obligation to participate in pay the defense monetary amount 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 settlement or compromise entered into by the Indemnified Party without the Indemnifying Party’s prior written consent. (d) Each party The Indemnifying Party shall cooperatepromptly notify the Indemnified Party if the Indemnifying Party desires not to assume, and cause their respective Affiliates to cooperate, or participate in the defense of, any third party claim, suit 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 therewithaction. (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 10.02 (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 affected the Indemnifying Party. (b) a. 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 the 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) b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.0310.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned delayed or delayedconditioned) before entering into any settlement of such Third Party Claim, but only 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 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. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. (d) c. 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 . The 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 shall keep 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 fully informed of the value of the benefit (or, if less, the amount defense of any Third Party Claim conducted by 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) d. 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 12.0210.02.

Procedures. (a) The party seeking indemnification Any Person that may be entitled to be indemnified under Section 12.02 this Article IX (the “Indemnified Party”) agrees to give prompt notice to shall promptly notify the party against whom indemnity is sought Party liable (or who may be liable) for such indemnification (the “Indemnifying Party”) in writing upon becoming aware of the assertion of any claim, a claim or the commencement of any suit, action or proceeding (“Claim”) a possible 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 or possible claim by a third party against the Indemnified Party, such Section claim or possible 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 claim or demand and the Covered Losses incurred or suffered as a result thereof and providing all material documents reflecting or evidencing the basis for such claim; 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 IX, 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 respond promptly to any claim for indemnification by the Indemnified Party, and, in the event of any dispute in respect of a claim for indemnification, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such dispute for at least twenty (20) business days after notice of such claim and, if not resolved through negotiations, either the Indemnifying Party or the Indemnified Party may exercise any and all remedies set forth in this Agreement; provided that nothing herein shall preclude any Party from seeking performance or other equitable relief at any time. (c) Upon receipt of a notice of a Third-Party Claim for indemnity from an Indemnified Party pursuant to Section 9.2 or Section 9.3: (i) The Indemnifying Party will be entitled entitled, by notice to the Indemnified Party delivered within twenty (20) 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). Notwithstanding an election to assume the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense as counsel of any Claim asserted record, if applicable, in 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 any third party (“Third 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) and, subject such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to the limitations or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in this Sectionthe preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall be entitled allow the Indemnified Party a reasonable opportunity to control participate in (but not control) the defense of such Third 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. (cii) If the Indemnifying Party shall does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), 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. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third Third-Party Claim 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 material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the 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 accordance with 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 provisions required consent of this Section 12.03such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (iC) providing disclosure of any such information would reasonably be expected to result in the loss 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) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall obtain 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 Indemnified Party (which shall not to be unreasonably withheld, conditioned or delayed) before entering unless (A) the Indemnified 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; (C) 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 any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of a Third-Party Claim that is not fully indemnifiable by the Indemnifying Party hereunder. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, no Indemnified Party will admit any Liability, or consent to the entry of any judgment or enter into any settlement or compromise, with respect to a Third-Party Claim for which the Indemnifying Party may have any liability hereunder without the prior written consent of the Indemnifying Party (such Third consent not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party Claim, shall not be entitled to assume the defense of any Third-Party Claim if the settlement does not release the Indemnified Party from all liabilities is the only Person with actual or potential liability with respect to the Third-Party Claim and obligations the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Third 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. (a) The parties hereto agree promptly to notify the other party seeking indemnification under Section 12.02 (of the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) making of any demand, the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of by any third party for which indemnity may be sought under such Section and will provide this Agreement (an "Indemnity Obligation") prior to expending or committing to expend funds for which indemnity may be sought. The party from whom indemnification is sought (the "Indemnifying Party") shall have the right, but not the obligation, to assume the defense or settlement of any Indemnity Obligation of which the party seeking indemnification (the "Indemnified Party") gives notice; provided, however, that if the Indemnifying Party does not elect to assume such information with respect thereto that defense or settlement, the Indemnified Party shall have the right, but not the obligation, to assume such defense or settlement but shall not thereby waive any right to indemnity therefor by the Indemnifying Party may reasonably request. The failure pursuant to so notify this Agreement, and the Indemnifying Party shall not relieve at all times have the Indemnifying Party of right, at its obligations hereunderoption and expense, except to participate fully therein. Each party shall have reasonable access to the extent such failure books, records and personnel in the possession or control of the other party which are pertinent to the defense or settlement of any Indemnity Obligation. The parties shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate cooperate in the defense or settlement of any Claim asserted by any third Indemnity Obligation, but the party (“Third Party Claim”) and, subject electing to assume such defense or settlement shall have full authority to determine all action to be taken with respect thereto and 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 terms of the defense of any Third Party Claim in accordance with settlement; provided, however, that without the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which Party, no settlement shall not be unreasonably withheld, conditioned or delayed) before entering entered into any settlement of such Third Party Claim, if the settlement that does not include as an unconditional term thereof the giving by the Person asserting such claims of an unconditional release of the Indemnified Party from all liabilities and obligations personal liability with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the claim. 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 join the Indemnifying Party has paid the Indemnified Party under in any indemnification provision suit, action or proceeding to which any such right of indemnity created by this Agreement in respect would or might apply, for the purpose 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 enforcing 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 receivedright. (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 Party seeking indemnification under Section 12.02 5.02(a)(i) or Section 5.03 (the “Indemnified Party”) agrees to give prompt 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 (each, a “Claim”) in respect of which indemnity may be sought under such Section hereunder 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 (other than any criminal Claim or Claim brought by a Governmental Authority) asserted by any third party Third Party (each, a “Third Party Claim”) and, subject to the limitations set forth in this SectionSection 5.04, if it so notifies the Indemnified Party no later than thirty (30) days after receipt of the notice described in Section 5.04(a), shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defensedefense (other than (x) any Claim that seeks injunctive, equitable or other relief other than monetary damage against the Indemnified Party (provided that such Indemnified Party shall reasonably cooperate with the Indemnifying Party, at the request of the Indemnifying Party, in seeking to separate any such Claims from any related Claim for monetary damages), (y) any criminal Claim or (z) any Claim brought by a Governmental Authority), in each case at its expense; provided that, prior to the Indemnifying Party controlling the defense of such Third Party Claim, it shall first confirm to the Indemnified Party in writing that, assuming the facts presented to the Indemnifying Party by the Indemnified Party are true, the Indemnifying Party shall indemnify the Indemnified Party for any such damages to the extent resulting from, or arising out of, such Third Party Claim. If the Indemnifying Party does not so notify the Indemnified Party, the Indemnified Party shall have the right to defend or contest such Third Party Claim through counsel chosen by the Indemnified Party that Limited Brands or its Affiliates is reasonably acceptable to the Indemnifying Party, subject to the provisions of this Section 5.04, and if the Indemnifying Party has an indemnification obligation with respect to such Third Party Claim, then the Indemnifying Party shall be liable for all reasonable and documented fees and expenses incurred by the Indemnified Party in connection with the defense of such Third Party Claim. If an Indemnifying Party has elected to control the defense ofof a Third Party Claim, then such Indemnifying Party shall be solely liable for all fees and appoint the lead counsel expenses incurred by it in connection withwith the defense of such Third Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnified Party for any such fees or expenses incurred by the Indemnifying Party during the course of the defense of such Third Party Claim by such Indemnifying Party, regardless of any subsequent decision by the Retained LitigationIndemnifying Party to reject or otherwise abandon its assumption of such defense. (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 12.035.04(b), (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 (x) the settlement does not release the Indemnified Party from all liabilities and obligations Liabilities with respect to such Third Party Claim or Claim, (y) the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its related Indemnitees, or (z) the settlement involves any admission by the Indemnified Party of wrongdoing or any violation of Applicable Law or is otherwise materially prejudicial to any such Person and (ii) the Indemnified Party shall be entitled to participate in (but not control) the defense of such Third Party Claim and and, at its own expense, to employ separate counsel (including local counsel as necessary) of its choice for such purpose. The ; provided that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnified Party, the reasonable and documented fees and expenses of such separate counsel (including local counsel as necessary) shall be paid by at the Indemnified Indemnifying Party’s expense. (d) 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. (f) Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages Liabilities payable under Section 12.025.02(a)(i) or Section 5.03 and the reasonable expenses incurred in connection therewith will be treated as Liabilities subject to indemnification hereunder. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover any amounts available under insurance coverage, and an Indemnified Party need not attempt to collect any such amounts prior to making a claim for indemnification or contribution or receiving any payment otherwise owed to it under this Agreement or any Ancillary Agreement.

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 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 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 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 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) The party A Person 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 containing the nature of the Loss, the dates of such Loss and the details of specific Losses, if reasonably practicable (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. 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 30 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third Party Claim, to assume the defense thereof with counsel selected by the Indemnifying Party and 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, any third party (“claim that would impose criminal liability or damages or any Third Party Claim involving a customer, supplier, licensor or other partner of the Indemnified Party, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third Party Claim”) and, subject . If the Indemnifying Party does not elect to the limitations set forth in this Section, shall be entitled to control assume the defense of such Third Party Claim and appoint lead counsel for such defensein accordance with the first sentence of 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, of and appoint the lead counsel in connection with, the Retained Litigation. (c) to settle 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 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 (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 Claim, unless such settlement, compromise or judgment (i) does not involve a finding or admission of wrongdoing, (ii) includes 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 any similar claims, (iii) does not imposes equitable remedies or any obligation on the Indemnified Party, and (iv) provides solely for the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss hereunder that does not involve a Third Party Claim being asserted against or sought to employ separate counsel 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. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its choice for obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such purposefailure 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. The fees If the Indemnifying Party does not notify the Indemnified Party within 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 be conclusively deemed a liability of the Indemnifying Party hereunder and expenses the Indemnifying Party shall pay the amount of such separate counsel liability to the Indemnified Party on demand. (d) The indemnification required hereunder shall be paid made by (i) prompt payment by the Indemnifying Party or (ii) setoff and application against any amount that may be due to the Indemnifying Party under this Agreement or any Ancillary Agreement pursuant to Section 7.8 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 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. (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 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 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 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 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 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 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. 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. 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. 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. 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 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 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. (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 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 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 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. (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 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. (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 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) 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 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. 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 In order for an Indemnified Party to be entitled to any indemnification provided for under Sections 7.3, 10.2 and 10.3, such Indemnified Party shall deliver written notice of a claim for indemnification with reasonable promptness to the Indemnifying Party, which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party's request for indemnification hereunder; provided that any failure to timely give such notice shall not relieve the Indemnifying Party of any of its obligations under this Section 10.7(a) except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, the Indemnified Party may initiate a judicial proceeding in accordance with the conditions set forth in Sections 11.10, 11.13 and 11.14. (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 Section 12.02 10.4, 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 such Third Party Claim to the extent feasible and the basis of the Indemnified Party”'s request for indemnification hereunder; provided that any failure to timely give such notice shall not relieve the Indemnifying Party of any of its obligations under this Section 10.6(b) 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 give prompt notice 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 party against whom indemnity is sought (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”) Party shall be the sole judge of the assertion acceptability of any compromise or settlement of any claim, or the commencement of any suit, action 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 requestshall 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 to diligently 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 10.7, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 10.7 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 10.7 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 10, the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Loss within ten Business Days of receipt by the Indemnifying Party of its obligations hereunder, except a notice reasonably itemizing the amount of the Loss 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 Purchaser and an Occidental Party or its Affiliates is alleged to be joint or in which the entitlement to indemnification under this Section 10 has not been determined, the Purchaser and the appropriate Occidental entity shall be entitled to participate 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 such matter. Such joint defense shall be under the general management and supervision of the Party Claim in accordance with which is expected to bear the provisions greater share of this Section 12.03the liability, (i) the Indemnifying unless otherwise agreed; provided, however, that no Party shall obtain settle or compromise any such joint defense matter without the prior written consent of the Indemnified Party (other Parties, which consent shall not be unreasonably withheld, conditioned withheld or delayed) before entering into any settlement . Any uninsured costs of such Third joint 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 Claimincurring such costs; provided, further, that, if the settlement does not release the Indemnified it is determined that one 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 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 10, the Indemnified other Parties shall reimburse the Party must notify the Indemnifying Party and pay 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. 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. (a) The party Party seeking indemnification under Section 12.02 ‎Section 5.02(a)(i) or ‎Section 5.03 (the “Indemnified Party”) agrees to give prompt 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 (each, a “Claim”) in respect of which indemnity may be sought under such Section hereunder 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 (other than any criminal Claim or Claim brought by a Governmental Authority) asserted by any third party Third Party (each, a “Third Party Claim”) and, subject to the limitations set forth in this Section‎Section 5.04, if it so notifies the Indemnified Party no later than thirty (30) days after receipt of the notice described in ‎Section 5.04(a), shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defensedefense (other than (x) any Claim that seeks injunctive, equitable or other relief other than monetary damage against the Indemnified Party (provided that such Indemnified Party shall reasonably cooperate with the Indemnifying Party, at the request of the Indemnifying Party, in seeking to separate any such Claims from any related Claim for monetary damages), (y) any criminal Claim or (z) any Claim brought by a Governmental Authority), in each case at its expense; provided that, prior to the Indemnifying Party controlling the defense of such Third Party Claim, it shall first confirm to the Indemnified Party in writing that, assuming the facts presented to the Indemnifying Party by the Indemnified Party are true, the Indemnifying Party shall indemnify the Indemnified Party for any such damages to the extent resulting from, or arising out of, such Third Party Claim. If the Indemnifying Party does not so notify the Indemnified Party, the Indemnified Party shall have the right to defend or contest such Third Party Claim through counsel chosen by the Indemnified Party that Limited Brands or its Affiliates is reasonably acceptable to the Indemnifying Party, subject to the provisions of this ‎Section 5.04, and if the Indemnifying Party has an indemnification obligation with respect to such Third Party Claim, then the Indemnifying Party shall be liable for all reasonable and documented fees and expenses incurred by the Indemnified Party in connection with the defense of such Third Party Claim. If an Indemnifying Party has elected to control the defense ofof a Third Party Claim, then such Indemnifying Party shall be solely liable for all fees and appoint the lead counsel expenses incurred by it in connection withwith the defense of such Third Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnified Party for any such fees or expenses incurred by the Indemnifying Party during the course of the defense of such Third Party Claim by such Indemnifying Party, regardless of any subsequent decision by the Retained LitigationIndemnifying Party to reject or otherwise abandon its assumption of such defense. (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 12.03‎Section 5.04(b), (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 (x) the settlement does not release the Indemnified Party from all liabilities and obligations Liabilities with respect to such Third Party Claim or Claim, (y) the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its related Indemnitees, or (z) the settlement involves any admission by the Indemnified Party of wrongdoing or any violation of Applicable Law or is otherwise materially prejudicial to any such Person and (ii) the Indemnified Party shall be entitled to participate in (but not control) the defense of such Third Party Claim and and, at its own expense, to employ separate counsel (including local counsel as necessary) of its choice for such purpose. The ; provided that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnified Party, the reasonable and documented fees and expenses of such separate counsel (including local counsel as necessary) shall be paid by at the Indemnified Indemnifying Party’s expense. (d) 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. (f) Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages Liabilities payable under Section 12.02‎Section 5.02(a)(i) or ‎Section 5.03 and the reasonable expenses incurred in connection therewith will be treated as Liabilities subject to indemnification hereunder. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover any amounts available under insurance coverage, and an Indemnified Party need not attempt to collect any such amounts prior to making a claim for indemnification or contribution or receiving any payment otherwise owed to it under this Agreement or any Ancillary Agreement.

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 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 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 In case any claim is made by a third party, or any suit or action is commenced by a third party, against a Bank Indemnified Party or Company Indemnified Party, the party seeking in respect of which indemnification may be sought under Section 12.02 this ‎ARTICLE XVI (including for the benefit of its officers, directors or employees claiming by or through any of them) (the “Indemnified Party”) agrees to shall promptly give prompt notice to the other party against whom indemnity is sought (the “Indemnifying Party”) of written notice thereof and 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”) thereof and, subject with prior written notice to the limitations set forth Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, except as specified in Section 16.3(b), the Indemnifying Party will not be liable to such Indemnified Party under this SectionSection for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume such defense, but the fees and expenses of such counsel shall be entitled at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to control take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such Third action, or (iii) the Indemnified Party’s counsel has advised such Indemnified Party Claim that the third party claim involves potential conflicts of interest that make representation of both the Indemnified Party and appoint lead counsel for such defensethe Indemnifying Party inappropriate, in each case at its expense; provided that Limited Brands or its Affiliates which event attorney’s fees of the Indemnified Party in defense of such claims shall control be borne by the defense of, and appoint the lead counsel in connection with, the Retained LitigationIndemnifying Party. (c) If The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party shall assume the control of desires not to assume, or participate in the defense of, any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any Third claim, suit or action against the Indemnified Party Claim in accordance with respect of which payments may be sought by the provisions of this Section 12.03Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages, but shall obtain not agree to any other settlement or compromise without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed) before entering into withheld (it being agreed that any failure of any Indemnified Party to consent to any settlement or compromise involving the imposition of such Third Party Claim, if the settlement does not release nonmonetary remedies on the Indemnified Party from all liabilities and obligations with respect Parties shall not be deemed to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party be unreasonably withheld), 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 may settle 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 compromise any such loss previously paid by claim, suit or action solely for an amount not exceeding one thousand dollars ($1,000), but shall not settle or compromise any other matter without the prior consent of 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, which consent shall not be unreasonably withheld. (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 Article 8 or 9 or 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”") in respect of which indemnity may be sought under such Section or Article and will provide the Indemnifying Party such information with respect thereto that as the Indemnifying Party may reasonably request. The failure so 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”"THIRD PARTY CLAIM") and, subject to the limitations set forth in this Section, shall be entitled to (and at the request of the Indemnifying Party shall) 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 . The Indemnified Party shall control obtain the defense of, and appoint written consent of the lead counsel in connection with, the Retained LitigationIndemnifying Party before entering into any settlement of any Third Party Claim. (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 any Excluded Liability) 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 therewith to the same extent as if no indemnification under this Agreementwere provided hereunder. If such Indemnified Party mitigates its loss after the The Indemnifying Party has paid shall bear the Indemnified Party under any indemnification provision reasonable out-of-pocket expenses 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 receivedcooperation. (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 8.1, Section 8.2 or Section 8.3 (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, 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 Claim asserted by any third party (“such Third Party Claim”) andClaim at 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 Party Claim and appoint lead counsel for such defense, in each case at its expensethereof; 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 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 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 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 VIII). Notwithstanding the foregoing, if the Indemnified Party shall have determined in good faith and upon advice of counsel that (a) an actual or likely conflict of interest makes representation of the Indemnifying Party and the Indemnified Party by the same counsel inappropriate or (b) the defendants in, or targets of, any such action or proceeding include both the Indemnified Party and an Indemnifying Party, and the Indemnified Party’s counsel 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 one (1) 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 shall cooperate, and cause their respective Affiliates In all cases with respect to cooperate, in the defense or prosecution of any Third Party Claim and Claims, the Parties shall furnish or cause provide reasonable cooperation to be furnished each other in defense of such recordsThird Party Claims, including 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 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 indemnification under Section 12.02 11.02 (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, or the commencement of any suit, action or proceeding proceeding, whether or not in respect of, arising out of or involving a claim asserted by any third party (“Third Party Claim”) ), in respect of which indemnity may be sought under such Section 11.02 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. If the Indemnifying Party determines, within sixty (60) days after receipt of the Indemnified Party’s notice, that it objects to any matter in such notice, the Indemnifying Party shall object in writing and reasonable detail to the Indemnified Party’s notice during such period. (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 SectionSection 11.03, upon written notice to the Indemnified Party 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, 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; provided that the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party in connection with any Third Party Claim for any period during which the Indemnifying Party has not assumed the defense thereof, provided that such counsel is reasonably acceptable to the Indemnifying 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 12.0211.02. (f) In addition to clauses (a) through (e) above, with respect to identifying, investigating and resolving any actual or potential Environmental Liabilities for which the other party may be responsible under this Agreement, each party agrees that it shall, and shall use its commercially reasonable efforts to ensure that each of its Affiliates shall, act as it would in the ordinary course of operating its businesses without the existence of an indemnification from a third party. By way of example but not exclusion, each party agrees that (a) it shall not take physical samples of the soil, groundwater or other media merely for the sake of identifying the existence of contamination without a legal obligation to do so or a reasonable concern about an adverse impact to human health and safety in any such case unless consistent with such party’s existing environmental compliance policy, and also agrees to use commercially reasonable best efforts to prohibit an acquiror, lender or insurer from doing the same, and (b) any required clean-up will be performed in a reasonably cost effective manner.

Procedures. (a) The party Any Person seeking indemnification under Section 12.02 this Article IX (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 9.3(a) shall not relieve any Indemnifying Party of its obligations under Section 9.2, 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 9.3(c), to assume control of, and defend against, negotiate, settle (subject to Section 9.3(b)) or otherwise deal with such Third-Party Claim; provided, that the Indemnifying Party shall not be entitled to control undertake the defense of such Third the Third-Party Claim if (i) such Third-Party Claim involves criminal allegations, (ii) outside counsel advises in writing the Indemnified Party that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and appoint lead counsel for such defensethe Indemnified Party, (iii) Seller is the Indemnifying Party and the Third-Party Claim relates to either of item 2 or item 4 of Schedule 9.2(a)(vi) or (iv) Seller is the Indemnifying Party and the Third-Party Claim relates both to (A) Taxes that are indemnifiable under this Agreement and (B) Taxes that are not indemnifiable under this Agreement and that cannot reasonably be severed from the remainder of the Third-Party Claim; provided, that, 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 withsuch case, the Retained Litigation. Indemnified Party shall contest, in consultation with the Indemnifying Party, diligently and in good faith, the portion of such Third-Party Claim relating to the Taxes described in clause (cA). If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third-Party Claim, then the Indemnified Party may defend against, negotiate, settle (subject to Section 9.3(b)) or otherwise deal with such Third-Party Claim at the Indemnifying Party’s reasonable expense, subject to the final determination of whether such expenses are indemnifiable Damages. 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 any such defense with separate counsel at the expense of the Indemnifying Party if (x) requested by the Indemnifying Party to participate or (y) the Indemnifying Party loses entitlement to assume the defense of such Third Third-Party Claim or withdraws from such defense; 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. (b) Notwithstanding anything in this Section 9.3 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party (not to be unreasonably withheld, conditioned or delayed), settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment; provided, further, that prior to any such settlement or compromise by Buyer with respect to a Third-Party Claim relating to item 2 of Schedule 9.2(a)(vi), Buyer shall take the actions set forth following item 2 of Schedule 9.2(a)(vi). Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit any Order or other equitable relief to be entered, directly or indirectly, against the Indemnified Party or any of its Affiliates and (iii) such settlement includes an unconditional release of such Indemnified Party and its Affiliates from all liability on claims that are the subject matter of such Third-Party Claim and does not include any statement as to employ separate counsel or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party or any of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified PartyAffiliates. (dc) Each party Party shall cooperate, and cause their respective its Affiliates to cooperate, in the defense or prosecution of any Third 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. Claims for indemnification under Section 10.1 will be asserted and resolved as follows: (a) The party Any Purchaser Indemnitee or Seller Indemnitee seeking indemnification under Section 12.02 10.1 (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 under Section 10.1 will (i) promptly notify the party against whom indemnity is sought other Party (the “Indemnifying Party”) of the assertion Third Party Claim (and in any event within 15 days of any claimthe date on which the Indemnified Party knows of the Third Party Claim), or the commencement of any suit, action or proceeding and (“Claim”ii) in respect of which indemnity may be sought under such Section and will provide as promptly as practicable 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 information claim (if any), the basis of the Indemnified Party’s request for indemnification under this Agreement and an estimate of any Damages suffered with respect thereto that (if reasonably determinable). Notwithstanding the Indemnifying Party may reasonably request. The foregoing, the delay or failure to so notify give the Indemnifying Party shall notice provided in this Section 10.2(a) will not relieve the Indemnifying Party of its obligations hereunderunder this Article X, except to the extent such failure shall have adversely Indemnifying Party is actually prejudiced the Indemnifying Partyby such delay or failure. (b) Subject to the remainder of this Section 10.2(b), the Indemnifying Party will have the right to defend the Indemnified Party against such Third Party Claim. The Indemnifying Party shall be entitled to participate will promptly notify the Indemnified Party (and in the defense of any event within 15 days after having received any Claim asserted by any third party (“Notice) with respect to whether or not it is exercising its right to defend the Indemnified Party against such Third Party Claim”) and, subject Claim to the limitations set forth in this Section, shall be entitled extent the Indemnifying Party is permitted to control assume the defense of such Third Party Claim pursuant to the terms hereof. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (which such election shall serve as a waiver and appoint lead preclude the Indemnifying Party from disputing whether such claim is an indemnifiable Damage under this Article X), then the Indemnifying Party will have the right to defend such Third Party Claim with counsel for such defenseselected by the Indemnifying Party which counsel must be reasonably acceptable to the Indemnified Party (provided that ▇▇▇▇▇ Day is deemed acceptable if Parent is the Indemnifying Party and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP is deemed acceptable if Purchaser is the Indemnifying Party), in each case all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party subject to and in accordance with this Section 10.2(b). Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (x) the Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its expenseoutside counsel, is material to the Indemnified Party and cannot be separated from any related claim for money damages (provided that if such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages), or (y) such Third Party Claim relates to or arises in connection with a criminal proceeding. Subject to the foregoing, the Indemnifying Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that neither the Indemnified Party nor the Indemnifying Party will enter into any settlement agreement without the prior written consent of the other Party (which consent will not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, such consent will not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim of all Indemnified Parties affected by the Third Party Claim, (ii) the settlement does not involve any non de-minimis non-monetary relief, (iii) the settlement agreement does not contain any admission of fault or misconduct and (iv) the full amount of the Damages related to such Third Party Claim are paid by the Indemnifying Party or its Affiliates or a third party (other than an insurer of Purchaser or its Affiliates). 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 10.2(b), and the Indemnified Party will bear its own costs and expenses with respect to such participation; provided that Limited Brands the Indemnified Party shall be entitled to reimbursement for the reasonable fees and expenses of its own legal counsel if (A) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party or its Affiliates shall control (B) the defense of, Indemnifying Party and appoint the lead counsel in connection with, Indemnified Party are parties to or the Retained Litigationsubjects of such Third Party Claims and potential conflicts of interest exist between the Indemnified Party and the Indemnifying Party as advised by outside counsel. (c) If the Indemnifying Party shall assume does not notify the control Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.2(b) within 30 days after receipt of any Claim Notice (or notifies the Indemnified Party within such time period that it elects not to defend the Indemnified Party) or fails to prosecute the defense of diligently after notice and failure to cure, then the Indemnified Party shall have the right to defend itself against the applicable Third Party Claim, 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 will be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party will have the right to 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 shall consent will 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 10.2(c), and obligations the Indemnifying Party will 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 cooperateIf requested by a Party, the other Party agrees, at the sole cost and cause their respective Affiliates expense of the requesting Party, to cooperate, reasonably cooperate with the requesting Party and its counsel in the defense or prosecution of contesting any Third Party Claim and shall furnish or cause Claim, including providing reasonable access to be furnished such documents, records, information and testimony, and attend such personnel for conferences, discovery discovery, proceedings, hearings, trials or appeals, appeals as may be reasonably requested in connection therewithby the requesting Party. (e) Each Indemnified A claim for indemnification for any matter not involving a Third Party must mitigate in accordance with applicable Law any loss for which such Indemnified Claim will be asserted by notice to the Party seeks from whom indemnification under this Agreement. If such Indemnified Party mitigates its loss is sought as promptly as practicable after the Indemnifying Party has paid date on which the Indemnified Party under any indemnification provision knows or reasonably should have known of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay facts giving rise to the Indemnifying Party claim for indemnification, which notice will describe in reasonable detail the extent nature of the value claim and the basis 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 request for indemnification under this Agreement and will include, to the extent estimable, a reasonable costs estimate of mitigationthe Damages suffered with respect thereto (if reasonably determinable). Notwithstanding the foregoing, the delay or failure to give the notice provided in this Section 10.2(e) within two Business Days after will not relieve the benefit Indemnifying Party of its obligations under this Article X, except to the extent such Indemnifying Party is receivedactually prejudiced by such delay or failure. (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 Representative, on behalf of the Stockholders, or to the Acquiror, 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 shall not relieve the Indemnifying Party from any of 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. (b) If the Indemnifying Party acknowledges in writing its obligation, and upon demonstration (reasonably satisfactory to the Indemnified Party) of its financial capacity, to indemnify the Indemnified Party against any and all 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 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 (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and 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 the first sentence of 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, of and appoint the lead counsel in connection with, the Retained Litigation. (c) to settle 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, (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 or that one or more legal defenses available to the Indemnified Party 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 good faith. 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 (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 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. (c) The indemnification required hereunder in respect of a Third Party Claim 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 employ separate counsel the Indemnifying Party, together with interest on any amount not repaid as necessary to the Indemnified Party by the Indemnifying Party within ten Business Days after receipt of its choice for such purpose. The fees and expenses notice of such separate counsel Losses, from the date such Losses have been notified to the Indemnifying Party, at the rate of interest of 5% per annum. (d) The Indemnifying Party shall not be paid 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 VII 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 VII. If the Indemnifying Party does not notify the Indemnified Party within 10 Business 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 Notwithstanding the provisions of Section 8.10, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party shall use reasonable efforts for purposes of any claim that an Indemnified Party may have under this Agreement with respect to collect any amounts available under insurance coverage, such Action or from any other Person the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to be responsible, for any Damages payable under Section 12.02such claim anywhere.

Procedures. (a) The party seeking indemnification Other than with respect to the matters listed on Section 2.7(k) of the Seller Disclosure Schedules for which notice hereunder is not required, 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 (taking into account the information then available to the Indemnified Party) in 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 from any of its obligations under this Article IX except to the extent that the Indemnifying Party may reasonably request. The is materially prejudiced by such failure (as determined by a court of competent jurisdiction), it being agreed that notices for claims in respect of a breach of a covenant or agreement must be delivered prior to so notify the expiration of any applicable survival period specified in Section 9.1 for such covenant or agreement. (b) 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, the Indemnifying Party will be entitled, by notice to the Indemnified Party delivered within twenty (20) 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 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 Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to and 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 (i) the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim relates to or arises in connection with any criminal Action or (ii) the settlement imposes injunctive Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party or any of its Affiliates; provided, further, that if the Indemnifying Party assumes the defense and (ii) control of such Third Party Claim the Indemnifying Party shall allow the Indemnified Party shall be entitled a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and to employ separate counsel of at its choice for such purpose. The own expense except that the Indemnifying Party shall pay the fees and expenses of such separate counsel shall be paid if representation of both the Indemnifying Party and the Indemnified Party by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in same counsel would create a conflict of interest. If the Indemnifying Party does not assume the defense or prosecution and control of any Third Party Claim pursuant to this Section 9.4(b), the Indemnified Party shall be entitled to assume and control such defense and the Indemnifying Party shall pay the fees and expenses of counsel retained by the Indemnified Party, 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 furnish or cause to be furnished such each of its Affiliates and Representatives to, reasonably cooperate with the Indemnifying Party in the defense of any Third Party Claim, including by furnishing books and records, information personnel and testimony, and attend such conferences, discovery proceedings, hearings, trials or appealswitnesses, as may be reasonably requested in connection therewith. (e) Each Indemnified appropriate for any defense of such Third Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this AgreementClaim. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid assumed the defense and control of a Third Party Claim, it shall be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third Party Claim, in its sole discretion and without the consent of any Indemnified Party; provided, that such settlement or judgment does not involve any injunctive or other equitable relief or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party or any of its Affiliates and expressly unconditionally releases the Indemnified Party under and its Affiliates from all Liabilities with respect to such Third Party Claim. No Indemnified Party will consent to the entry of any indemnification provision judgment or enter into any settlement or compromise with respect to a Third Party Claim without the prior written consent of this Agreement in respect the Indemnifying Party. (c) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 9.2(a) or Section 9.3 that lossdoes not involve a Third Party Claim, the Indemnifying Party shall use reasonable best efforts to notify the Indemnified Party must notify within 30 days following the receipt of such notice whether 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) disputes its indemnity obligation to the Indemnified Party of for any Covered Losses with respect to such claim, provided that mitigation (less any failure to give such notice shall not limit the Indemnified Indemnifying 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 rights under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.this Article

Procedures. (a) The party Party seeking indemnification under Section 12.02 ARTICLE VIII (the “Indemnified Party”) agrees to give prompt notice of its Claim to the party against whom indemnity is sought (the “Indemnifying Party”) ), stating in reasonable detail the nature of the assertion inaccuracy or breach or other claim (including identification of any claimthe provisions of this Agreement alleged to have been breached or inaccurate or under which a claim is being made), 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 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 PartyParty or to the extent the survival periods stated herein have lapsed. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) at its expense, and, subject to the limitations set forth in this SectionSection 7.3, 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 the Indemnifying Party shall not be entitled to control any Third Party Claim (i) that involves injunctive relief or its Affiliates shall control criminal liability; or (ii) that could have a material impact on the defense of, and appoint the lead counsel in connection with, the Retained LitigationCompanies’ future business or prospects. (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 12.037.3, (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 the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) event of the assertion a breach of a representation, warranty or covenant of VARTA contained in this Agreement, Strategic Partner or German Limited shall, within a reasonable period, notify VARTA of any claimbreach, or the commencement of any suitand, 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 then feasible, describe its claim in reasonable detail and set forth the estimated amount of such failure claim. Notwithstanding the foregoing sentence, Strategic Partner shall have adversely prejudiced not be required to give notice of such a breach until Strategic Partner has the Indemnifying Partyright to make a claim pursuant to the limitation in Section 8.1. (b) The Indemnifying Party shall be entitled to participate in the defense of If a claim for indemnification under Section 8.1 is asserted against VARTA arising from any Claim asserted demand, claim, action, suit, proceeding or investigation by or before any court, arbitrator, governmental authority or other third party (“Third Party Claim”a "THIRD PARTY CLAIM") andagainst Strategic Partner or the Consumer Group ("CLAIM ADDRESSEE"), subject to the limitations set forth in this Section, shall be entitled to control VARTA may assume 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 . If VARTA assumes 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 defense shall be entitled conducted in accordance with VARTA's instructions and by counsel chosen by VARTA approved by the Claim Addressee, which approval shall not be unreasonably withheld. The Claim Addressee shall retain the right to employ its own counsel and participate in the defense of such Third Party Claim and at its own expense if (i) in the written opinion of counsel to employ separate the Claim Addressee reasonably satisfactory to VARTA, use of counsel of its VARTA's choice would be expected to give rise to a conflict of interest, or (ii) VARTA shall not have employed counsel to represent the Claim Addressee within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding, or (iii) the amount at issue is likely to exceed the amount of VARTA's indemnification obligation under this Article 8. Notwithstanding the foregoing provisions of this Section 8.3 (b), VARTA shall not be entitled to settle any Third Party Claim for which indemnification is sought under Section 8.1 without Claim Addressee's prior written consent unless such purposesettlement provides that the Claim Addressee is released from all liability with respect to such Third Party Claim and such settlement does not impose any remedy other than the payment of money and does not require the Claim Addressee to admit any wrong doing. The fees Strategic Partner and expenses of such separate counsel shall be paid by the Indemnified Party. German Limited shall, at their own expense, reasonably cooperate (d) Each party shall cooperate, and cause their respective Affiliates German Limited and the Consumer Group to reasonably cooperate, ) with VARTA in the defense or prosecution of any Third Party Claim Claim, provide VARTA's representatives access, during normal business hours, to all relevant business records and shall furnish documents and permit VARTA and its representatives to consult with the directors, employees and representatives of Strategic Partner, its group or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, the Consumer Group (as the case may be reasonably requested in connection therewithbe). (ec) Each Indemnified Party must mitigate in accordance The failure of Strategic Partner or German Limited to comply with applicable Law any loss for which such Indemnified Party seeks indemnification their obligations under this Agreement. If such Indemnified Party mitigates Section 8.3 shall not release VARTA from its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that lossrespective remedy obligation hereunder, the Indemnified Party must notify the Indemnifying Party except (i) if (and pay to the Indemnifying Party extent that) that VARTA proves that it is prejudiced by such failure or (ii) in the extent event of the value of the benefit (orStrategic Partner's or German Limited's deliberate or gross failure to comply with such obligations, if less, the amount of any unless Strategic Partner or German Limited proves that VARTA is not prejudiced by 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 receivedfailure. (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 10.02 (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 Panty shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced affected 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 assume the 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.expense.j (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 12.0310.03, (i) the Indemnifying Party shall obtain the prior written consent written'consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned delayed or delayedconditioned) before entering into any settlement of such Third Party Claim, but only 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 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. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the indemnified Party 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 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. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. (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 12.0210.02.

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 0 (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 0, the Indemnified Party shall promptly: (i) notify the Party obligated to the party against whom indemnity is sought Indemnified Party pursuant to 0 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 materially prejudiced by such delay or omission. (b) The Indemnifying Party may elect to defend the Indemnified Party against such Third Party Claim; except that if Seller is the Indemnifying Party, then Seller shall be entitled not have the right to participate in defend or direct 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 that (i) is asserted directly or by or on behalf of a Person that is a supplier or a customer of an Acquired Company, or (ii) seeks an injunction or other equity relief against any Buyer Indemnified Party. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to 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 0. 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 or consent to the entry of judgment 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 release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding; and (ii) the settlement agreement does not contain any consideration other than the payment of money which the Indemnifying Party agrees to pay. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its Affiliates 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 0, and the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party shall have the right, exercisable in its sole discretion, to assume control of the defense ofof any Third Party Claim if (i) the Indemnifying Party advises such Indemnified Party in writing that the Indemnifying Party does not elect to defend, settle or compromise such Claim, or (ii) the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that the Indemnifying Party elects to undertake the defense thereof on behalf of and for the account and risk, and appoint at the lead counsel in connection withexpense, of the Retained LitigationIndemnifying Party. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to 0, 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, 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 0, 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 the events that gave rise to such Direct Claim; provided, that failure to provide timely notice shall not affect the Indemnified Party’s indemnification hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such delay or omission. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail and shall furnish will indicate the estimated amount, if reasonably practicable, of Losses that has been or cause may be sustained by the Indemnified Party. The Indemnifying Party will have a period of five (5) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such five (5) 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. (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. 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”") 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 indemnification Any Person entitled to be indemnified under Section 12.02 this Article X (the “Indemnified Party”) agrees to shall promptly give prompt written notice to the party against hereto from whom indemnity is indemnification may be sought (the “Indemnifying Party”) of any pending or threatened Action 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 Action (a “Third Party Claim”), indicating, with reasonable specificity, the nature of such Third Party Claim, the basis therefor, a copy of any claimmaterial documentation received from the third party, or the commencement amount and calculation of the Losses (if then known) for which the Indemnified Party is entitled to indemnification under this Article X (and a good faith estimate of any suitsuch future Losses relating thereto), action or proceeding (“Claim”and the provision(s) of this Agreement in respect of which indemnity may be sought under such Losses shall have occurred. A failure by the Indemnified Party to give notice of a Third Party Claim pursuant to this Section and will provide 10.04(a) or to tender the defense of the Third Party Claim pursuant to Section 10.04(b) shall not limit the obligations of 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 hereunderunder this Article X, except to the extent such failure shall have adversely Indemnifying Party is materially prejudiced the Indemnifying Partythereby. (b) The With respect to any Third Party Claim, the Indemnifying Party under this Article X shall have the right, but not the obligation, to assume the control and defense, at its own expense and by counsel of its own choosing (who shall be reasonably acceptable to the Indemnified Party), of such Third Party Claim and any Third Party Claims related to the same or a substantially similar set of facts by providing written notice to the Indemnified Party within thirty days of receiving notice of the Third Party Claim pursuant to Section 10.04(a); provided that the Indemnifying Party shall not be entitled to participate in assume the control and defense of any Claim asserted by any third party (“such Third Party Claim”, and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party, if (i) andsuch Third Party Claim relates to, subject or arises in connection with, a criminal Action; (ii) a material conflict of interest exists between the applicable Indemnified Party and the Indemnifying Party with respect to the limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim (including if there are specific defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party and appoint lead counsel that could be materially adverse to the Indemnifying Party); (iii) upon petition by the Indemnified Party, an appropriate court of competent jurisdiction rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third Party Claim; or (iv) the Third Party Claim seeks an order, injunction or other equitable relief or relief for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control other than money damages against the defense of, and appoint the lead counsel in connection with, the Retained LitigationIndemnified Party. (c) If the Indemnifying Party shall assume so undertakes to control and defend any such Third Party Claim pursuant to Section 10.04(b), (i) such Third Party Claim underlying such defense will be irrevocably and unconditionally deemed to be indemnifiable under this Agreement, and the Indemnifying Party, by assuming the control of the defense of such Third Party Claim, thereby waives its right to make any claim that any Losses suffered by the Indemnified Party (other than the fees of the Indemnified Party’s separate legal counsel or any other expenses incurred by the Indemnified Party without the request or direction of, or in connection with, the Indemnified Party) are not indemnifiable hereunder (subject to the applicable limitations contained herein), (ii) the Indemnified Party shall reasonably cooperate with the Indemnifying Party and its counsel in the defense against, and settlement of, any such Third Party Claim in accordance with the provisions of this Section 12.03, and (iiii) the Indemnifying Party shall obtain keep the prior Indemnified Party timely appraised of any material developments with respect to such Third Party Claim and the Indemnified Party shall be entitled to receive copies of all pleadings, notices and communications with respect to such Third Party Claim as the Indemnified Party may reasonably request; provided, however, that the Indemnifying Party shall not settle any such Third Party Claim without the written consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned or delayed) before entering into any unless such settlement of such Third Party Claim, if the settlement (A) does not release involve any non-monetary relief against or any finding or admission of any violation of Law or wrongdoing by the Indemnified Party, (B) expressly and unconditionally releases the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or and (C) any money damages are borne solely by the settlement imposes injunctive or other equitable relief against Indemnifying Party and, in such case, the Indemnifying Party shall notify the Indemnified Party in writing prior to effecting any settlement and shall make available a copy of the settlement agreement for the Indemnified Party’s review prior to execution thereof . Subject to the foregoing, if the Indemnifying Party so undertakes to control and defend any such Third Party Claim, the Indemnified Party shall have the right to participate in, but not control, the defense of such Action at its own cost and expense, and to employ separate legal counsel, which legal counsel shall cooperate with the Indemnifying Party and its legal counsel. (d) In the event the Indemnifying Party does not elect, or is not permitted, to assume control of the defense of a Third Party Claim pursuant to Section 10.04(b), then the Indemnified Party shall have the right to assume the control and defense (the costs and expense of which will be borne by the Indemnified Party) with counsel of its own choosing. In such case, (i) the Indemnifying Party shall reasonably cooperate with the Indemnified Party and its counsel in the defense against, and settlement of, any such Third Party Claim and (ii) the Indemnified Party shall keep the Indemnifying Party timely appraised of any material developments with respect to such Third Party Claim, and the Indemnifying Party shall be entitled to receive copies of such pleadings, notices and communications with respect to any Third Party Claim as the Indemnifying Party may reasonably request; provided, however, that the Indemnified Party may not 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, it shall nevertheless be entitled to participate in in, but not control, the defense of such Third Party Claim Action at its own cost and expense and to employ separate legal counsel of at its choice for such purpose. The fees own cost and expenses of such separate expense, which legal counsel shall be paid by cooperate with the Indemnified Party. (d) Each party shall cooperate, Party 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 therewithits legal counsel. (e) Each With respect to any Third Party Claim that implicates Seller and its Controlled Affiliates, on the one hand, and Purchaser and its Controlled Affiliates, on the other hand, in any material respect due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement (a “Shared Matter”), Seller and Purchaser shall use their respective reasonable best efforts cooperate and maintain a joint defense (in a manner that is intended to preserve for all parties any privilege with respect thereto). Notwithstanding anything to the contrary herein, the parties may jointly retain counsel (in which case the cost of counsel shall be shared in proportion to their expected financial exposure, which costs shall be reallocated at such time as the expected financial exposure is finally determined in proportion to such finally determined financial exposure) or retain separate counsel (in which case each party will bear the cost of its separate counsel) with respect to any Shared Matter. If the parties jointly retain counsel and the expected financial exposure is not reasonably estimable, then the parties shall equally share the cost of joint counsel until such time as the expected financial exposure is finally determined. The party with the greater financial exposure to a Shared Matter shall manage such Shared Matter; provided that any outside counsel employed by a party managing the Third Party Claim with respect thereto shall be subject to the approval of the other Party (not to be unreasonably withheld, conditioned or delay); provided, further, that if the Third Party Claim involves the pursuit of any criminal sanctions or penalties or seeks equitable or injunctive relief against any party or a Subsidiary of a party, that party shall be entitled to control the defense of the claim against such party. The party managing such Shared Matter shall on a quarterly basis, or if a material development occurs as soon as reasonably practicable thereafter, inform the other party of the status of and developments relating to any Shared Matter and provide copies of any material document, notices or other materials related to such Shared Matter; provided that the failure to provide any such information shall not be a basis for liability of a party managing such Shared Matter except and solely to the extent the other party shall have been materially prejudiced thereby. (f) In the event that any Indemnified Party must mitigate in accordance has or may have an indemnification claim against any Indemnifying Party under this Article X that does not involve a Third Party Claim, the Indemnified Party 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 Losses (if then known) for which such the Indemnified Party seeks is entitled to indemnification under this Agreement. If Article X (and a good-faith estimate of any such Indemnified Party mitigates its loss after future 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 loss, which such Losses shall have occurred. A failure by the Indemnified Party must notify to give notice in a timely manner pursuant to this Section 10.04(f) shall not limit the obligations of the Indemnifying Party under this Article X, except to the extent such Indemnifying Party is materially 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 12.11(b). (fg) Each Indemnified Party Notwithstanding the foregoing, the conduct of any Seller Tax Group Proceeding shall use reasonable efforts to collect any amounts available under insurance coveragebe governed by Section 8.01, or from any other Person alleged to be responsible, for any Damages payable under rather than this Section 12.0210.04.

Procedures. (a) The party seeking indemnification under Section 12.02 pursuant to Sections 15.1 or 15.2 above (the “"Indemnified Party”') agrees shall give the party obligated to give prompt indemnify (the "Indemnifying Party") written notice in accordance with Section 17.12 of any claim or assertion of liability by a third party with respect to which the Indemnified Party is seeking indemnification (a "Claim"). The Indemnifying Party shall have the right to undertake the defense of such Claim (by counsel or other representatives of its own choosing and reasonably acceptable to the party against whom indemnity is sought (Indemnified Party) at the “Indemnifying Party”) of 's sole risk and cost. Notwithstanding 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 fact that the Indemnifying Party undertakes the defense of a Claim, if there is a reasonable probability that the Claim may reasonably request. The failure to so notify materially and adversely affect the Indemnifying Indemnified Party, the Indemnified Party shall not relieve the Indemnifying Party (by counsel or through other representatives of its obligations hereunder, except to the extent such failure own choosing) shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled right, at its expense, 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 compromise or its Affiliates shall control settlement of the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) Claim. If the Indemnifying Party shall assume the control of undertakes the defense of any Third Party Claim in accordance with the provisions of this Section 12.03a Claim, (i) the Indemnifying Indemni fying Party shall obtain the prior written consent of keep the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement informed of such Third Party Claim, if the settlement does not release status of the defense and furnish the Indemnified Party from with copies of all liabilities documents, instruments and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against information reasonably requested by the Indemnified Party and in connection with the Claim; (ii) the Indemnified Party (by counsel or other representatives of its own choosing and at its own expense) shall be entitled have the right to participate consult with the Indemnifying Party (and its counsel and representa tives) concerning the Claim, and the Indemnifying Party and the Indemnified Party (and their respective counsel and representatives) shall cooperate with respect to the Claim; and (iii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise a Claim or consent to the entry of a judgment without obtaining from the claimant or plaintiff an unconditional release of all liability of the Indemnified Party in respect of such Claim in a form satisfactory to the Indemnified Party and under circumstances which do not require the Indemnified Party to pay any money or consent to the taking or withholding of any action affecting it or any of its properties, assets or businesses. If the Indemnifying Party does not elect to undertake the defense of such Third Party a Claim and or fails to employ separate counsel defend the Claim within a reasonable time after notice 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 lossClaim, the Indemnified Party must notify shall have the Indemnifying Party and pay right to undertake the Indemnifying Party the extent defense, compromise or settlement of the value Claim (by counsel or other representatives of the benefit (orIndemnified Party's own choosing) on behalf of, if less, for the amount account of any such loss previously paid by and at the risk and cost of the Indemnifying Party. In such event, the Indemnify ing Party shall pay (in addition to any other sums required to be paid under the terms of this Agreement) to the costs and expenses incurred by the Indemnified Party in connection with the defense, settlement or compromise of that mitigation (less the Indemnified Party’s reasonable Claim as and when those costs of mitigation) within two Business Days after the benefit is receivedare incurred. (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 Person seeking indemnification under Section 12.02 7.02 (the “Indemnified Party”) agrees to give prompt notice to the party Person against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) proceeding, 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 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 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 such counsel is reasonably satisfactory to the defense of, and appoint the lead counsel in connection with, the Retained LitigationIndemnified 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 12.037.03, (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 Party shall cooperate, and cause their respective its 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 by any other Party 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 In the event that any party shall incur or suffer any Losses in respect of which indemnification may be sought by such party pursuant to Section 8.03 or 11.02, the party seeking indemnification under Section 12.02 to be indemnified hereunder (the “Indemnified Party”) agrees to give prompt shall assert a claim for indemnification by written notice to the party against from whom indemnity indemnification is sought (the “Indemnifying Party”) stating the nature and basis of such claim, and, if such claim is with respect to a third party claim, accompanied by a copy of any written notice from such third party claimant, such notice to be delivered within thirty (30) days of discovery of such Losses, or in the case of Losses arising by reason of any third party claim, within thirty (30) days of the filing or other written assertion of any claim, or such claim against 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 requestIndemnified Party. The failure of the Indemnified Party to so notify the Indemnifying Party give a notice within such time period shall not relieve the Indemnifying Party of its obligations hereunder, any liability to the Indemnified Party except to the extent such failure shall have adversely prejudiced that the Indemnifying PartyParty is prejudiced thereby. (b) The Indemnified Party shall provide to the Indemnifying Party on request all information and documentation reasonably necessary to support and verify any Losses which the Indemnified Party believes gives rise to a claim for indemnification hereunder and shall be entitled give the Indemnifying Party reasonable access to participate all books, records and personnel in the defense possession or under the control of any Claim asserted by any third party (“Third the Indemnified Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of which would have bearing on 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 Litigationclaims. (ci) If In the case of third party claims for which indemnification is sought, the Indemnifying Party shall assume have the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03option, (iA) to conduct and control any proceedings or negotiations in connection therewith, (B) to take all other steps to settle or defend any such claim (provided that the Indemnifying Party shall obtain not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed)) before entering into and (C) to employ counsel to contest any settlement such claim or liability in the name of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations or otherwise; provided, that as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first enter into an agreement with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible and to indemnify the Indemnified Party subject to the terms of this Agreement (subject to the Threshold and the Cap, if applicable, but otherwise with no reservation of rights) for all Losses relating to such claims. (ii) Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume control (or the Indemnified Party shall have the right to take back control, as the case may be) of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if the claim which the Indemnifying Party seeks to control (1) involves criminal allegations, (2) involves a claim for equitable relief to which the Indemnified Party reasonably believes an adverse determination would be detrimental to the Indemnified Party’s reputation or future business prospects, (3) involves a claim which the Indemnifying Party is not conducting the defense of the claim actively and diligently, or (4) the matters specified in Section 9.01 or Section 9.03 hereof. (iii) If the Indemnifying Party assumes and controls the defense, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be entitled to participate at the expense of the Indemnified Party. Notwithstanding the foregoing, if the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists under applicable standards of professional conduct of a conflict of interest between the Indemnifying Party and the Indemnified Party or that different defenses should be presented in the assertion of any defense of or claim in such Third action, proceeding or investigation, the Indemnifying Party Claim and to employ separate counsel of its choice for such purpose. The shall pay the reasonable fees and expenses of such separate additional counsel as may be required to provide the Indemnified Party representation free of such differing or conflicting claims or defenses. (iv) The Indemnifying Party shall, within twenty (20) days of receipt of the notice set forth in Section 11.03(a), notify the Indemnified Party of its intention to assume the defense of such claim. Until the Indemnified Party has received notice of the Indemnifying Party’s election to defend any claim, the Indemnified Party shall take reasonable steps to defend (but may not settle) such claim. If the Indemnifying Party shall decline to assume the defense of any such claim, or shall fail to notify the Indemnified Party within twenty (20) days after receipt of such notice of the Indemnifying Party’s election to defend such claim and in either case, fail to enter into the undertaking specified in the proviso in Section 11.03(c)(i) above within such twenty (20) day period, the Indemnified Party shall defend against such claim (provided that the Indemnified Party shall not settle, compromise or discharge such claim without the prior written consent of the Indemnifying Party, which consent shall not be paid unreasonably withheld, conditioned or delayed). (v) The expenses of all proceedings, contests or lawsuits in respect of such claims (other than those incurred by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in Party which are the defense or prosecution responsibility 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 the Indemnified Party must mitigate as provided in accordance with applicable Law any loss for which such Indemnified Section 11.03(c)(iii) above) shall be borne by the Indemnifying Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after but only if the Indemnifying Party has paid undertaken pursuant to the terms of this Agreement to indemnify the Indemnified Party under any indemnification provision of this Agreement in respect of that lossthe third party claim. Regardless of which party shall assume the defense of the claim, the parties agree to cooperate fully with one another in connection therewith. Such cooperation shall include the providing of records and information which are relevant to such third party claim and making employees and officers available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and to act as a witness or respond to legal process. In the case of a claim for indemnification in respect of a third party claim, (A) if (and to the extent) the Indemnifying Party is responsible pursuant hereto to indemnify the Indemnified Party must notify in respect of the third party claim, then within five (5) business days after the occurrence of a final non-appealable determination or settlement with respect to such third party claim, the Indemnifying Party and shall pay to the Indemnifying Indemnified Party the extent of the value of the benefit (or, if lessin immediately available funds, the amount of any Losses (or such loss previously paid portion thereof as the Indemnifying Party shall be responsible for pursuant to the provisions hereof), subject to the limitations set forth in Section 11.02, and (B) in the event that any Losses incurred by the Indemnifying Party) to Indemnified Party do not involve payment by the Indemnified Party of that mitigation a third party claim, then, if (less and to the extent) the Indemnifying Party is responsible pursuant to this Agreement to indemnify the Indemnified Party against such Losses, the Indemnifying Party shall within five (5) business days after agreement on the amount of Losses or the occurrence of a final non-appealable determination of such amount pay to the Indemnified Party’s reasonable costs , in immediately available funds, the amount of mitigation) within two Business Days after such Losses (or such portion thereof as the benefit is received. (f) Each Indemnified Indemnifying Party shall use reasonable efforts be responsible for pursuant to collect any amounts available under insurance coveragethe provisions hereof), or from any other Person alleged subject to be responsiblethe limitations, for any Damages payable under if any, set forth in Section 12.0211.02.

Procedures. (a) The party seeking indemnification under Section 12.02 9.2 (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”) Litigation in respect of which indemnity may be sought under such Section 9.2 stating the amount of the Damages, if known, and will the method of computation thereof and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, 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 Section 9.2, except to the extent that such failure shall have materially and adversely prejudiced prejudices the Indemnifying Party. (b) The Except as otherwise set forth in this Agreement, the Indemnifying Party shall be entitled to participate in the defense of any Claim claim asserted by any third party Person (the “Third Third-Party Claim”) and, subject to the limitations set forth in this SectionSection 9.3, 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 (i) prior to assuming control the defense of, and appoint the lead counsel in connection withof such defense, the Retained LitigationIndemnifying Party must give written notice of its intention to do so to the Indemnified Party within 20 days after receipt of notice of such Third-Party Claim from the Indemnified Party; (ii) the Indemnifying Party acknowledges in writing that it has an indemnity obligation for any Damages resulting from such Third-Party Claim as provided under Section 9.2; (iii) the Third-Party Claim does not seek to impose any Liability on the Indemnified Party other than money damages; and (iv) the Third-Party Claim does not relate to the Indemnified Party’s relationship with any customer, supplier, manufacturing licensee or representative or employee. (c) If the Indemnifying Party shall assume the control of the defense of any Third Third-Party Claim in accordance with the provisions of this Section 12.039.3(b), (i) the Indemnifying Party shall obtain be entitled without obtaining the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering to enter into any settlement of such Third Third-Party Claim, if provided that (i) all monetary damages payable in respect of the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Third-Party Claim or are paid by the settlement imposes injunctive or other equitable relief against the Indemnified Party and Indemnifying Party, (ii) the Indemnified Party receives a full, complete and unconditional release in respect of the Third-Party Claim without any admission or finding of obligation, liability, fault or guilt (criminal or otherwise) with respect to the Third-Party Claim, and (iii) no injunctive, extraordinary, equitable or other relief of any kind is imposed on the Indemnified Party or any of its Affiliates. The Indemnifying Party may otherwise settle such Third-Party Claim only with the consent of the Indemnified Party, which consent will not unreasonably be withheld or delayed. (d) The Indemnified Party shall be entitled to participate in the 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 with respect to the Third-Party Claim shall be paid by the Indemnified Party; provided that the Indemnifying Party shall pay the fees and expenses of such separate counsel if (i) the Indemnifying Party has failed to adequately assume and actively conduct the defense of such Third-Party Claim or to employ counsel with respect thereto; or (ii) in the reasonable opinion of the Indemnified Party, a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If the conditions of Section 9.3(b) are not satisfied, the Indemnified Party may assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Party will not be bound by any determination of a Third-Party Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld or delayed); provided, that the Indemnified Party will not be required to obtain any consent of the Indemnifying Party to the determination of such Third-Party Claim (and will not prejudice its right to be indemnified with respect to such Third-Party Claim by settling such Third-Party Claim) if the Indemnifying Party is asserting that it has no obligation to indemnify the Indemnified Party in respect of such claim. (de) Each party shall agrees to reasonably cooperate, and to cause their respective its Affiliates to reasonably cooperate, in the defense or prosecution of any Third 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 , in each case at the cost and expense of the party who has the obligation to indemnify such Third-Party must mitigate in accordance with applicable Law any loss for which Claim, and 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 cooperation only to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of so as to not waive 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 receivedattorney-client privilege or otherwise breach any confidentiality agreements. (f) Each Indemnified If the Indemnifying Party controls the defense of any Third-Party Claim pursuant to Section 9.3(b), the Indemnifying Party shall use reasonable efforts to collect any amounts available not be liable under insurance coverage, or from any other Person alleged to be responsible, Section 9.2 for any Damages payable under Section 12.02settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, which consent will not be unreasonably withheld or delayed.

Procedures. (a) The party seeking If any Party (in such capacity, the "Indemnitee") becomes aware of any facts or circumstances which may reasonably be expected to give rise to a Loss associated with a claim for Breach under ARTICLE VII or for which it may seek indemnification under ARTICLE VIII (other than Environmental Losses, which have separate procedures under Section 12.02 8.2(b)), said Indemnitee, in its own name (or, in the “Indemnified Party”case of ASK, on behalf of the relevant Group Company) agrees to shall without undue delay, but in any event within ten (10) Business Days, give prompt notice to the party Party against whom indemnity it is sought anticipated that such claim will be asserted (in such capacity, the “Indemnifying Party”"Indemnitor") 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 claim and will shall provide the Indemnifying Party Indemnitor with all documents, other materials, information and assistance reasonably required by the Indemnitor to evaluate 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 Partyclaim. (b) The Indemnifying Party shall be entitled to participate in In the defense event the Indemnitee becomes aware of any Claim asserted a claim by any a third party or a Governmental Entity (“Third each, a "Third-Party Claim”) and"), subject which may reasonably be expected to the limitations set forth in this Sectiongive rise to a claim for Breach under ARTICLE VII or for which it may seek indemnification under ARTICLE VIII, it shall be entitled to control the defense refrain from making any admission of such Third liability and said Third-Party Claim and appoint lead counsel for such defenseshall not be compromised, in each case at its expense; provided that Limited Brands disposed of or its Affiliates shall control the defense ofsettled, 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 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 Indemnitor. The Indemnitor shall be entitled at its own discretion to participate take such action to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such Third-Party Claim (including making counter-claims or other claims against third parties) in the defense name of and on behalf of the Indemnitee (and in the case that ASK is the Indemnitee, the affected Group Companies concerned) and Indemnitee shall give, and cause its Affiliates to give, all such Third documents, other materials, information and assistance, as described above, including access to premises and personnel and including the right to examine and copy or photograph any assets, accounts, documents and records for the purpose of avoiding, disputing, denying, defending, resisting, appealing, compromising or contesting any Third-Party Claim as the Indemnitor may request. (c) Payments under ARTICLE VIII shall become due and payable at the same time the respective payment that constitute the relevant Loss becomes due and payable for the relevant Group Company. For the avoidance of doubt, if a Group Company incurs Losses in connection with defense measures (the "Defense Measure Losses") against a potential Excluded Liability, such Losses also constitute an Excluded Liability. In case the Parties are in disagreement whether or not the Liability triggering Defense Measure Losses constitutes an Excluded Liability or not, Ashland or SC, as the case may be, shall nonetheless indemnify and hold harmless ASK or, at the election of ASK, the relevant Group Company as third party beneficiary without an own right to employ separate counsel of its choice claim for such purposethe Defense Measure Losses, unless it is held by a final and binding arbitral award that the relevant Liability is not an Excluded Liability in which case the Party who made respective indemnification payments shall have the right to request repayment. The fees and expenses of such separate counsel Defense Measure Losses shall be paid to the relevant Group Company within one month after they have been incurred by the Indemnified PartyGroup Company. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, To the extent that in connection with the defense or prosecution of any Third Third-Party Claim the Indemnitor is in Breach, all costs and expenses reasonably incurred by Ashland or SC in defending such Third-Party Claim shall furnish be borne by Ashland in case of an Ashland Breach or cause to by SC in case of an SC Breach; if it turns out that Ashland or SC are not in Breach, such costs and expenses shall be furnished such records, information borne 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 reimbursed 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 receivedrelevant Group Company. (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 Holder Representative, on behalf of the Holders, or to Parent, as applicable (the Holder or Parent, as applicable, 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 as the Indemnifying Party may reasonably request. For the avoidance of doubt, in each case where the Indemnified Party or the Indemnifying Party is, collectively, the Holders, all references to such Indemnified Party or Indemnifying Party, as the case may be, in this Section 8.4 shall be deemed (except for provisions relating to an obligation to make or a right to receive any payments) to refer to the Holder Representative acting on behalf of such Indemnified Party or Indemnifying Party, as applicable. The failure to deliver a Claim Notice, or any delay in providing 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 or such Claim Notice is not delivered on or prior to the expiration of the applicable survival period. (b) The Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim, and the Indemnified Party shall have the sole right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. The Indemnifying Party, for the avoidance of doubt, shall be liable for the fees and expenses of counsel employed by the Indemnified Party, as well as any other fees and expenses incurred in connection with defending such Third Party Claim, regardless of the outcome of any Third Party Claim (i.e., regardless as to whether or not the Indemnified Party is able to prevail on the merits of such Third Party Claim and regardless of whether or not the Indemnified Party obtains a final judgment that it is entitled to indemnification from the Indemnifying Party with respect to such Third Party Claim, the Indemnifying Party’s obligation to pay the fees and expense of counsel, as well as other fees and expenses incurred in defense of such Third Party Claim, shall be deemed a “Loss” and subject to indemnification hereunder), unless the Indemnifying Party can show with clear and convincing evidence that such defense was conducted in bad faith, in which case, the Indemnifying Party shall not be responsible for such fees and expenses that were the result of or attributable to such bad faith. The Indemnified Party shall have the right, at its discretion, to settle any Third Party Claim; provided, however, that if the Indemnified Party settles a Third Party claim without the written consent of the Indemnifying Party, the Indemnifying Party may still contest the validity and amount of the obligation of the Indemnified Party should owe to the Indemnified Party pursuant to this Agreement and the settlement shall not be deemed dispositive of the validity or amount of any such obligation. The Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all witnesses, pertinent 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. (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. 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 prejudiced by such failure or such Claim Notice is not delivered on or prior to the expiration of the applicable survival period, 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 VIII. Following the delivery of a Claim Notice to the Holder Representative, subject to any attorney-client privilege or contractual or implied obligation of confidentiality of Parent or the Surviving Corporation, the Holder Representative and its obligations hereunderrepresentatives and agents shall be given reasonable access (including electronic access, except to the extent available) as they may reasonably require to the books and records of the Surviving Corporation and reasonable access to such failure shall have adversely prejudiced personnel or representatives of the Surviving Corporation and Parent upon no less than one (1) day’s advanced written notice and during the normal hours of operation for Parent and/or the Surviving Corporation, including but not limited to the individuals responsible for the matters that are the subject of the Claim Notice, as they may reasonably require for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Claim Notice. If the Indemnifying Party does not notify the Indemnified Party within twenty (20) Business 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 promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. If no agreement can be reached after good faith negotiation between the parties, either Parent or the Holder Representative may initiate formal legal action with the applicable court to resolve such dispute. Any final, non- appealable decision of the court as to the validity and amount of any claim in such Claim Notice shall be binding and conclusive upon the parties to this Agreement. (bd) The Indemnifying Party In the event the Holders are obligated to provide indemnification to an Indemnified Party, such obligations shall first be entitled to participate in satisfied by distributions from the defense Indemnity Escrow Fund, and any dividends or distributions made on such shares, with any shares of any Claim asserted Parent Common Stock released from the Indemnity Escrow Fund being valued at the Average Price. If the indemnification obligations of Holders exceed the Indemnity Escrow Fund and such obligations are not terminated by any third party (“Third Party Claim”) and, subject to the limitations set forth in this SectionArticle VIII, then each Holder shall satisfy such Holder’s indemnification obligations by delivering to the Indemnified Party cash in the amount of such Holder’s indemnification obligation. (e) The indemnification required hereunder shall be made by prompt payment by the Escrow Agent (to the extent of any amounts then held in the Indemnity Escrow Fund if applicable) or the Indemnifying Party (to the extent the Indemnity Escrow Fund has been depleted or claims for Losses exceed the amounts held in the Indemnity Escrow Fund) 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, together with interest on any amount not paid to the Indemnified Party by the Escrow Agent or the Indemnifying Party, as applicable, within fifteen (15) Business Days after a final determination that a viable Loss is subject to indemnification hereunder, with such interest being payable from the date such Losses have been finally determined as being owed by an Indemnifying Party to an Indemnified Party, at a rate equal to 10% per annum, calculated on the basis of a year of 365 days and the number of days elapsed. (f) The Indemnifying Party 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 require that Limited Brands any Action be made 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 brought against 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 other Person before Action is brought 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 claim is made 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 it hereunder by the Indemnified Party. (dg) Each party shall cooperateNotwithstanding the provisions of Section 10.10, 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 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 served on each Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in with 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 If a party seeking hereto seeks indemnification under Section 12.02 this ---------- Article VIII, such party (the “"Indemnified Party”") agrees to shall promptly give prompt written ----------------- notice to the other party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion after receiving written ------------------ notice of any action, lawsuit, proceeding, investigation, or other claim against it (if by a third party) or discovering the liability, obligation, or facts giving rise to such claim for indemnification, describing the claim, or the commencement of any suitamount thereof (if known and quantifiable), 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 basis thereof; provided 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, hereunder except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The . In that regard, if any action, lawsuit, proceeding, investigation, or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party such action, lawsuit, proceeding, investigation, or other claim giving rise to the Indemnified Party's claim for indemnification at its expense, and at its option (“Third Party Claim”) and, subject to the limitations set forth in this Section, below) shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for of such defense with reputable counsel reasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party's right to assume control of such defense, it must first agree in each case at its expensewriting to be fully responsible for all Losses relating to such claims and to provide full indemnification to the Indemnified Party for all Losses relating to such claim; and provided further that Limited Brands the Indemnifying Party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party, if the claim which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief (except where non-monetary relief is merely incidental to a primary claim or its Affiliates shall claims for monetary damages), (ii) involves criminal allegations against an Indemnified Party, (iii) is one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party; or (iv) involves a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. If the Indemnifying Party is permitted to assume and control the defense of, and appoint the lead counsel in connection withelects to do so, the Retained Litigation. Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in (cbut not control) the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless the employment thereof has been specifically authorized by the Indemnifying Party in writing. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03such claim, (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 a claim or ceasing to defend such Third Party Claimclaim, if pursuant to or as a result of such settlement or cessation, injunction, or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly unconditionally 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 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. (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 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 the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, any other remedy sought thereunder, any relevant time constraints relating thereto, a reasonably detailed explanation of the events giving rise to such Third Party Claim and any other material details pertaining thereto, in each case, to the extent such information is reasonably available to the Indemnified Party. 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. (b) (x) If the Indemnifying Party is any Seller or ▇▇▇▇▇▇, in the event the Losses arising from a Third Party Claim are not reasonably likely to exceed the Sellers’ or ▇▇▇▇▇▇’▇ maximum indemnification obligations under this Agreement, or (y) if the Indemnifying Party is Buyer, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 30 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 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 or damages, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. The Indemnifying Party shall be liable for the out-of-pocket fees and expenses of counsel retained 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), 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 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 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 (1) involves a finding or admission of wrongdoing, (2) 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 (3) 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. (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 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 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 its obligations hereunder, except the Indemnified Party’s claim for the difference. (d) The indemnification required hereunder shall be made by prompt payment by the Escrow Agent (to the extent such failure shall of any amounts then held in the Indemnity Escrow Fund if applicable) or the Indemnifying Party (to the extent of any amounts not then held in the Indemnity Escrow Fund if applicable) of the amount of actual Losses in connection therewith, as and when bills are received by the Indemnifying Party or Losses incurred have adversely prejudiced been notified to the Indemnifying Party, within five Business Days after receipt of notice of such Losses. (be) The Indemnifying Party shall not be entitled to participate in the defense of require that any Claim asserted by action be made or brought against 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 other Person before action is brought 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 claim is made 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 it hereunder by the Indemnified Party. (df) Each party shall cooperateNotwithstanding the provisions of Section 8.9, 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 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 served on each Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in with 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 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 Any Indemnified Party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to this Article XI shall give prompt written notice to the party persons against whom indemnity indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, claim by a third party or the commencement discovery of any suit, action fact upon which the Indemnified Party intends to base a claim under this Article XI. The delay or proceeding (“Claim”) failure of any Indemnified Party to provide notice hereunder shall not in respect of which indemnity may be sought under such Section and will provide any way limit its indemnification rights hereunder except to the Indemnifying Party such information with respect thereto extent that the Indemnifying Party may reasonably requestdemonstrates that its ability to defend or resolve such claim is actually and materially prejudiced thereby. The failure to so notify Any such notice shall describe the Indemnifying Party facts and circumstances upon which the asserted claim for indemnification is based and shall include the amount of the indemnifiable Losses (or, if such amount is not relieve then determined, a good faith estimate thereof) and the Indemnifying Party basis for the determination of its obligations hereunder, except to the extent amount of such failure shall have adversely prejudiced the Indemnifying PartyLosses. (b) With respect to a third-party claim: (i) The Indemnifying Party shall be entitled to may, if applicable, and at the request of the Indemnified Party shall, participate in and control the defense of any Claim asserted by any third 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 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 elects to assume the control of the defense (whether or not obligated to) of any Third such claim, the Indemnified Party Claim may participate in accordance with such defense, but in such case the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent expenses 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 shall fail to defend a third-party claim or, if after commencing or undertaking any indemnification provision of this Agreement in respect of that losssuch defense, shall fail to prosecute or shall withdraw from such defense, the Indemnified Party must notify shall have the right to undertake the defense thereof at the Indemnifying Party’s expense. Notwithstanding the foregoing, if the Indemnifying Party assumes the defense of a third-party claim and pay if the Indemnified Party later determines in good faith that the third-party claim is (x) likely to materially adversely affect it or its business in a manner that may not be adequately compensated by money damages or (y) may expose the Indemnifying Indemnified Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid to potential obligations or Losses that may not be fully satisfied by the Indemnifying Party) to , then the Indemnified Party of that mitigation (less 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 Indemnifying Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedexpense. (fii) Each 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 the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto. (iii) The Indemnifying Party shall not settle any third-party claim without the consent (which consent shall not be unreasonably withheld or delayed) of the Indemnified Party if any relief, other than the payment of money damages which the Indemnifying Party shall use reasonable efforts be obligated to collect any amounts available under insurance coveragepay in full, would be granted against the Indemnified Party or from any other Person alleged its Affiliates by such settlement or if the Indemnified Party would be liable to be responsible, the third party for any Damages payable under Section 12.02portion of such settlement.

Procedures. (a) The For purposes of this Section 6.3, the party seeking entitled to indemnification under Section 12.02 (shall be known as the “Indemnified Party”) agrees to give prompt notice to ” and the party against whom indemnity is sought (required to indemnify shall be known as the “Indemnifying Party”) .” In the event that the Indemnifying Party shall be obligated to the Indemnified Party pursuant to this Article VI or in the event that a suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Party under this Article VI, the Indemnified Party shall give prompt written notice to the Indemnifying Party of the assertion occurrence of any claim, such event and the amount or the commencement estimated amount thereof to the extent then feasible (which estimate shall not be conclusive) (the “Claim Notice”). The failure of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will the Indemnified Party to provide the Indemnifying Party with timely notice will limit the indemnification provided for in this Article VI, only if, and to the extent that, the Indemnifying Party incurs any out-of-pocket expense or otherwise has been materially prejudiced as a direct result of such information delay. The Indemnifying Party shall have 20 days from the delivery or receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect thereto to such claim or demand and (b) if the claim is from a third party, whether or not it desires to defend the Indemnified Party against such claim or demand. In the event the Indemnifying Party agrees to defend, contest or otherwise protect against any such suit, action, investigation, claim or proceeding, the Indemnifying Party will do so at its own cost and expense, and the Indemnified Party shall have the right but not the obligation to participate at its own expense in the defense thereof by counsel of its own choice. The Indemnified Party shall make available to the Indemnifying Party all information reasonably available to such Indemnified Party relating to such claim or demand. In addition, the Indemnified Party and the Indemnifying Party shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such claim or demand. The party in charge of the defense shall keep the other party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. (b) In the event that the Indemnifying Party does not so elect to defend such claim or does not respond to the Claim Notice during the Notice Period, the Indemnified Party will have the right (upon further notice to the Indemnifying Party) to undertake the defense, compromise or settlement of such claim for the account of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim pursuant to the terms of paragraph (a) of this Section 6.3 at any time prior to settlement, compromise or final determination thereof, provided that the Indemnifying Party reimburses in full all costs of the Indemnified Party (including reasonable attorney’s fees) incurred by it in connection with such defense prior to such assumption. (c) Anything in this Section 6.3 to the contrary notwithstanding, if the Indemnified Party believes there is a reasonable probability that a claim may reasonably request. The failure have a material adverse effect upon the Indemnified Party, the Indemnified Party shall have the right to so notify participate in the defense, compromise or settlement of such claim, provided that the Indemnifying Party shall not relieve the Indemnifying Party be liable for expenses 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 separate 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 engaged 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 11.01 (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 affected 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 assume the 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, 11.03: (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned delayed or delayedconditioned) before entering into any settlement of such Third Party Claim, but only 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 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. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. (d) 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. Indemnified Party shall keep Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. (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 12.0211.01.

Procedures. (a) The party seeking indemnification under Section 12.02 11.02 (the “Indemnified "-Indemnified Party”") agrees to give prompt notice to the party against whom indemnity 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 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”") 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 prior to assuming control of such defense, the Indemnifying Party must acknowledge that it will have an indemnity obligation for all Damages resulting from such Third Party Claim as provided under this Article 11 without regard to any limitation, deductible, "basket" or its Affiliates similar provision in Section 11.02 hereof (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of, and appoint of any Third Party Claim if (i) the lead counsel Third Party Claim relates to or arises in connection withwith any criminal proceeding, action, indictment, allegation or investigation, (ii) the Retained LitigationIndemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the Indemnified Party's reputation or future business prospects, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (cd) 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 expressly unconditionally 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 or imposes any obligation 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. 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 8.2 (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 8.2, the Indemnified Party shall promptly (i) notify the Party(ies) obligated to the party against whom indemnity is sought indemnify (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 defense of any Claim asserted by any third party (“Third Indemnified Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control the defense of against such Third Third-Party Claim at the Indemnifying Party’s sole cost 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 notifies the Indemnified Party that the Indemnifying Party elects to assume the control of the defense of any Third the Third-Party Claim in accordance with (such election to be without prejudice to the provisions right of the Indemnifying Party to dispute whether such claim is an indemnifiable Loss under this Section 12.03Article VIII), (i) then the Indemnifying Party shall obtain have the prior right to 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 8.4(b). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided 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); provided further, that such consent shall not be required if (i) before entering into any settlement of such Third Party Claim, if 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, (ii) the settlement agreement does not release contain any sanction or restriction upon the conduct of any business by, and does not contain an injunction or other equitable relief upon, the Indemnified Party from all liabilities and obligations or its Affiliates. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ separate counsel to represent the Indemnified Party if the Indemnified Party is advised by outside counsel reasonably satisfactory to the Indemnifying Party that a conflict of interest exists that requires the Indemnified Party to be represented by separate counsel under the applicable rules of professional responsibility or if the court in which such Third-Party Claim is pending determines that a conflict of interest exists such that the Indemnifying Party’s counsel is prohibited by such court or otherwise unable to represent the Indemnified Party with respect to such Third Third-Party Claim or the settlement imposes injunctive if there is one or other equitable relief against more defenses that could be asserted by the Indemnified Party and that could not be asserted by the Indemnifying Party or the Indemnifying Party’s counsel (ii) on the Indemnified Party’s behalf), and, in the event the Indemnified Party shall be entitled to participate in has the defense of such Third Party Claim and right to employ separate counsel of its choice for such purpose. The the reasons set forth in this sentence, the reasonable expenses and fees and expenses of such separate counsel shall be paid by the Indemnifying Party. 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 or settlement of any Third-Party Claim controlled by the Indemnifying Party pursuant to this Section 8.4(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) Unless and until the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 8.4(b), the Indemnified Party shall have the right to 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 (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 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 8.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Each party shall cooperateAny claim by an Indemnified Party on account of 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 cause their respective Affiliates will indicate the estimated amount, if reasonably practicable, of Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of five (5) Business Days within which to cooperaterespond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such period, the Indemnifying Party will be deemed to have rejected such claim, in which event the defense or prosecution of any Third Indemnified Party Claim and shall furnish or cause will be free to be furnished pursue such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, remedies as may be reasonably requested in connection therewithavailable to the Indemnified Party subject to the provisions of this Agreement. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks Any 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 payment made pursuant to 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 shall be net of any such loss previously insurance proceeds realized by and paid by the Indemnifying Party) to the Indemnified Party in respect of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is receivedsuch claim. (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. (a) The In order for an Indemnified Person to be entitled to the benefits of Section 3.1(b), Section 3.1(c) or Section 3.2 with respect to a claim by a third party seeking indemnification under Section 12.02 ("Third Party Claim"), such Indemnified Person shall notify the “indemnitor promptly after receipt by such Indemnified Party”) agrees Person of notice of the Third Party Claim; PROVIDED, HOWEVER, that failure 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 notification shall not relieve affect the Indemnifying Party of its obligations hereunder, indemnification provided hereunder except to the extent such failure that the indemnitor shall have adversely been actually prejudiced as a result of such failure. Thereafter, the Indemnifying PartyIndemnified Person shall deliver to the indemnitor promptly after the Indemnified Person's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Person with respect to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnified Person, the indemnitor shall defend and shall have the right to compromise, at its own expense, the Third Party Claim. The Indemnifying Indemnified Person will cooperate, at the expense of the indemnitor in connection with such defense. Such cooperation shall include the retention and, upon the indemnitor's request, the provision to the indemnitor of records, compilations and information which are, in the indemnitor's reasonable opinion, relevant to such Third Party Claim, access to premises and making employees available on a mutually convenient basis to be interviewed, to testify and to provide additional information and explanation of any material provided. The Indemnified Person shall be entitled have the right, at its own expense, to participate in the defense of any Claim asserted by any third party (“a Third Party Claim”) and, subject to the limitations set forth in this Section, . In no event shall be entitled to control the defense of such an Indemnified Person compromise 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 without the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control reasonable consent of the defense of any Third Party Claim in accordance with indemnitor. The indemnitor shall not, without the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written reasonable consent of the Indemnified Party (which shall not be unreasonably withheldPerson, conditioned compromise, or delayed) before entering into any settlement of such Third Party Claimrefuse to compromise, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such a Third Party Claim which seeks or provides for equitable relief or otherwise affects the operations or the settlement imposes injunctive or other equitable relief against contingent liabilities of 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) 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 prejudiced affected 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 assume the 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 delayed or delayedconditioned) before entering into any settlement of such Third Party Claim, but only 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 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 . The Indemnifying Party shall cooperate, and cause their respective Affiliates have no indemnification obligations with respect to cooperate, in the defense or prosecution of any Third Party Claim and that 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 settled by the Indemnified Party under any indemnification provision without the prior 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, which consent shall not be unreasonably withheld, delayed or conditioned. (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 Contributor 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 Contributor 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 Contributor and Contributee shall submit the objections contained in such Notice of Claim Dispute to arbitration as described in Section 12.029.5.